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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C., 20549
FORM 10-Q
x | Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the quarterly period ended: March 31, 2011
or
¨ | Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 0-11671
FIRST CENTURY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
West Virginia | 55-0628089 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
500 Federal Street, Bluefield, WV | 24701 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (304) 325-8181
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ 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 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 | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the registrants $1.25 par value common stock,
as of May 11, 2011, was 1,903,120 shares.
Table of Contents
FIRST CENTURY BANKSHARES, INC.
Page | ||||||
PART I. FINANCIAL INFORMATION |
||||||
Item 1. |
Financial Statements | |||||
3 | ||||||
Consolidated Statements of Income (Unaudited) for the Three Months Ended March 31, 2011 and 2010 |
4 | |||||
5 | ||||||
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2011 and 2010 |
6 | |||||
7 - 24 | ||||||
Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 25 - 28 | ||||
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 29 | ||||
Item 4. |
Controls and Procedures | 29 | ||||
PART II. OTHER INFORMATION |
||||||
Item 1. |
Legal Proceedings | 30 | ||||
Item 1A. |
Risk Factors | 30 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 30 | ||||
Item 3. |
Defaults Upon Senior Securities | 30 | ||||
Item 4. |
(Removed and Reserved) | 30 | ||||
Item 5. |
Other Information | 30 | ||||
Item 6. |
Exhibits | 31 | ||||
Signatures and Certifications | 31 - 35 |
2
Table of Contents
FIRST CENTURY BANKSHARES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share and per share data)
March 31, 2011 |
December 31, 2010 |
|||||||
(Unaudited) | (Audited) | |||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 10,334 | $ | 9,225 | ||||
Interest-bearing balances with banks |
19,019 | 9,644 | ||||||
Federal funds sold |
10,000 | 10,000 | ||||||
Securities available for sale |
74,416 | 73,442 | ||||||
Securities held to maturity: (estimated fair value of $24,194 at March 31, 2011 and $24,262 at December 31, 2010) |
24,069 | 24,196 | ||||||
Federal Home Loan Bank and Federal Reserve Bank Stock |
1,513 | 1,572 | ||||||
Loans |
262,234 | 260,257 | ||||||
Less allowance for loan losses |
5,875 | 5,875 | ||||||
Net loans |
256,359 | 254,382 | ||||||
Premises and equipment |
12,905 | 13,070 | ||||||
Real estate owned other than bank premises |
1,515 | 1,750 | ||||||
Other assets |
5,618 | 5,525 | ||||||
Goodwill |
5,183 | 5,183 | ||||||
TOTAL ASSETS |
$ | 420,931 | $ | 407,989 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | 54,216 | $ | 47,056 | ||||
Interest-bearing |
306,290 | 305,285 | ||||||
Total deposits |
360,506 | 352,341 | ||||||
Short-term borrowings |
16,148 | 11,457 | ||||||
Other liabilities |
3,986 | 4,220 | ||||||
TOTAL LIABILITIES |
380,640 | 368,018 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Common stock - par value per share $1.25 |
||||||||
Shares authorized: 10,000,000 |
||||||||
Shares issued: 2,000,000 |
||||||||
Shares outstanding: 1,903,120 at March 31, 2011, and at December 31, 2010 |
2,500 | 2,500 | ||||||
Paid-in capital |
757 | 757 | ||||||
Retained earnings |
41,195 | 40,726 | ||||||
Treasury stock, at cost; 96,880 shares at March 31, 2011, and at December 31, 2010 |
(2,280 | ) | (2,280 | ) | ||||
Accumulated other comprehensive (loss) income, net of tax |
(1,881 | ) | (1,732 | ) | ||||
TOTAL STOCKHOLDERS EQUITY |
40,291 | 39,971 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 420,931 | $ | 407,989 | ||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
3
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FIRST CENTURY BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except share and per share data)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
INTEREST INCOME |
||||||||
Interest and fees on loans |
$ | 3,289 | $ | 3,681 | ||||
Interest on balances with banks |
7 | 4 | ||||||
Interest and dividends from securities available for sale: |
||||||||
Taxable |
478 | 564 | ||||||
Interest and dividends from securities held to maturity: |
||||||||
Taxable |
29 | 7 | ||||||
Tax-exempt |
193 | 171 | ||||||
Interest on federal funds sold |
5 | 4 | ||||||
TOTAL INTEREST INCOME |
4,001 | 4,431 | ||||||
INTEREST EXPENSE |
||||||||
Interest on time deposits of $100,000 or more |
162 | 234 | ||||||
Interest on other deposits |
435 | 618 | ||||||
Interest on federal funds purchased and securities sold under agreements to repurchase |
65 | 68 | ||||||
TOTAL INTEREST EXPENSE |
662 | 920 | ||||||
Net interest income |
3,339 | 3,511 | ||||||
Provision for loan losses |
79 | 492 | ||||||
Net interest income after provision for loan losses |
3,260 | 3,019 | ||||||
NONINTEREST INCOME |
||||||||
Income from fiduciary activities |
529 | 343 | ||||||
Other operating income |
966 | 855 | ||||||
Securities gains |
| 47 | ||||||
TOTAL NONINTEREST INCOME |
1,495 | 1,245 | ||||||
NONINTEREST EXPENSE |
||||||||
Salaries, wages, and other employee benefits |
1,588 | 1,681 | ||||||
Furniture and equipment expense |
614 | 618 | ||||||
Other noninterest expense |
1,440 | 1,317 | ||||||
TOTAL NONINTEREST EXPENSE |
3,642 | 3,616 | ||||||
Income before income taxes |
1,113 | 648 | ||||||
Provision for income taxes |
359 | 227 | ||||||
NET INCOME |
$ | 754 | $ | 421 | ||||
NET INCOME PER COMMON SHARE: |
||||||||
Basic and diluted |
$ | 0.40 | $ | 0.22 | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING: |
||||||||
Basic and diluted |
1,903,120 | 1,903,120 |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
4
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FIRST CENTURY BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited)
(Dollars in thousands, except share and per share data)
Common Stock |
Paid-in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income(loss) |
Treasury Stock |
Total | |||||||||||||||||||
Balance at December 31, 2009 |
$ | 2,500 | $ | 757 | $ | 39,727 | $ | (1,248 | ) | $ | (2,280 | ) | $ | 39,456 | ||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | 421 | | | 421 | ||||||||||||||||||
Change in net unrealized gain(loss) on securities available for sale, net of reclassification adjustment and tax effect |
| | | 59 | | 59 | ||||||||||||||||||
Total comprehensive income |
| | 421 | 59 | | 480 | ||||||||||||||||||
Cash dividends paid - $0.15 per share |
| | (285 | ) | | | (285 | ) | ||||||||||||||||
Balance at March 31, 2010 |
$ | 2,500 | $ | 757 | $ | 39,863 | $ | (1,189 | ) | $ | (2,280 | ) | $ | 39,651 | ||||||||||
Balance at December 31, 2010 |
$ | 2,500 | $ | 757 | $ | 40,726 | $ | (1,732 | ) | $ | (2,280 | ) | $ | 39,971 | ||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | 754 | | | 754 | ||||||||||||||||||
Change in net unrealized gain(loss) on securities available for sale, net of reclassification adjustment and tax effect |
| | | (149 | ) | | (149 | ) | ||||||||||||||||
Total comprehensive income |
| | 754 | (149 | ) | | 605 | |||||||||||||||||
Cash dividends paid - $0.15 per share |
| | (285 | ) | | | (285 | ) | ||||||||||||||||
Balance at March 31, 2011 |
$ | 2,500 | $ | 757 | $ | 41,195 | $ | (1,881 | ) | $ | (2,280 | ) | $ | 40,291 | ||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
5
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FIRST CENTURY BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Three Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 754 | $ | 421 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
79 | 492 | ||||||
Depreciation and amortization |
213 | 215 | ||||||
Securities gains |
| (47 | ) | |||||
Gain on disposal of other real estate owned |
(28 | ) | | |||||
Amortization (accretion) of securities premiums (discounts), net |
78 | 41 | ||||||
Decrease in interest receivable and other assets |
218 | 715 | ||||||
Decrease in interest payable and other liabilities |
(234 | ) | (348 | ) | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
1,080 | 1,489 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Purchases of securities held to maturity |
(380 | ) | (942 | ) | ||||
Purchases of securities available for sale |
(13,967 | ) | (22,018 | ) | ||||
Redemptions of Federal Home Loan Bank stock |
59 | | ||||||
Proceeds from maturities and calls of securities held to maturity |
490 | 855 | ||||||
Proceeds from maturities and calls of securities available for sale |
12,695 | 13,582 | ||||||
Proceeds from sales of securities available for sale |
| 792 | ||||||
Net (increase) decrease in loans |
(2,086 | ) | 3,625 | |||||
Proceeds from disposal of other real estate owned |
70 | | ||||||
Acquisition of fixed assets |
(48 | ) | | |||||
NET CASH USED IN INVESTING ACTIVITIES |
(3,167 | ) | (4,106 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net increase in demand and savings deposits |
10,579 | 8,889 | ||||||
Net decrease in time deposits |
(2,414 | ) | (712 | ) | ||||
Net increase in short-term borrowings |
4,691 | 3,618 | ||||||
Cash dividends paid |
(285 | ) | (285 | ) | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
12,571 | 11,510 | ||||||
Net increase (decrease) in cash and cash equivalents |
10,484 | 8,893 | ||||||
Cash and cash equivalents at beginning of period |
28,869 | 17,342 | ||||||
Cash and cash equivalents at end of period |
$ | 39,353 | $ | 26,235 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
||||||||
Cash paid during the period for: |
||||||||
Interest |
$ | 651 | $ | 886 | ||||
Income taxes |
217 | |
The accompanying notes are an integral part of the unaudited consolidated financial statements.
6
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
NOTE A BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Rule S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments were of a normal recurring nature. Operating results are for the three-month period ended March 31, 2011, and are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information refer to the financial statements and footnotes thereto included as Exhibit 13 to the Corporations annual report on Form 10-K for the year ended December 31, 2010.
The preparation of financial statements 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.
NOTE B OTHER COMPREHENSIVE INCOME
Comprehensive income is defined as net income plus transactions and other occurrences that are the result of nonowner changes in equity. Other comprehensive income is defined as comprehensive income exclusive of net income. Unrealized gains and losses on available for sale investment securities and net accrued pension benefit liability are the components of the Corporations other accumulated comprehensive income. Information concerning the Corporations other comprehensive income for the three-month periods ended March 31, 2011 and 2010 is as follows:
Three Months Ended March 31, |
||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Unrealized holding gains (losses) arising during the period |
$ | (237 | ) | $ | 142 | |||
Reclassification adjustment for (gains) losses included in net income |
| (47 | ) | |||||
Other comprehensive income (loss) before tax |
(237 | ) | 95 | |||||
Income tax (expense) benefit related to other comprehensive income (loss) |
88 | (36 | ) | |||||
Other comprehensive income (loss) |
$ | (149 | ) | $ | 59 | |||
7
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans at March 31, 2011 and December 31, 2010 consisted of the following:
For the Three Months Ended | ||||||||
March 31, 2011 |
December 31, 2010 |
|||||||
(Dollars in Thousands) | ||||||||
Commercial |
$ | 28,044 | $ | 29,102 | ||||
Commercial - real estate |
||||||||
Construction |
8,761 | 8,462 | ||||||
Owner occupied |
54,546 | 52,289 | ||||||
Non-owner occupied |
51,727 | 51,378 | ||||||
Total commercial loans |
143,078 | 141,231 | ||||||
Consumer |
17,965 | 19,045 | ||||||
Residential real estate |
94,197 | 93,044 | ||||||
Residential construction |
6,994 | 6,937 | ||||||
Total consumer loans |
119,156 | 119,026 | ||||||
TOTAL LOANS |
$ | 262,234 | $ | 260,257 | ||||
Loans are categorized into one of nine loan grades with grades 1 through 5 representing various levels of acceptable loans, or Pass grades, and grades 6 through 9 representing various levels of credit deterioration.
6 Special Mention (OAEM)
A special mention asset has potential weaknesses that deserve managements close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institutions credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Loans graded a 6 may be experiencing adverse operating trends such as declining revenues or margins or an ill-proportioned balance sheet caused by increasing accounts receivable and/or inventory balances not supported by an increase in sales revenue. Other reasons supporting this classification include adverse economic or market conditions, pending litigation or any other material structural weakness.
7 Substandard
Substandard loans are inadequately protected by current sound net worth, paying capacity of the borrower, or pledged collateral. Loans are normally graded 7 when they have unsatisfactory characteristics causing more than acceptable levels of risk. A loan graded 7 normally has one or more well-defined weakness that could jeopardize repayment of the debt. The following are examples of situations that might cause a loan to be graded 7:
| Cash flow deficiencies jeopardize future loan payments. |
| Sale of non-collateral assets has become a primary source of loan repayment. |
| The relationship has deteriorated to the point that sale of collateral is now the banks primary source of repayment. |
| The borrower is bankrupt, or for any other reason, future repayment is dependent on court action. |
8 Doubtful
Loans are graded 8 if they contain weaknesses so serious that collection or liquidation in full is questionable. An 8 classification will result in the loan being placed in non-accrual.
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FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
9 Loss
A 9 rating is assigned to loans considered uncollectible and of such little value that their continuance as an active bank asset is not warranted. This rating does not mean that the asset has no recovery or salvage value, but rather that the asset should be charged off now, even though partial or full recovery may be possible in the future.
The following table presents loans by credit quality indicator at March 31, 2011.
Pass | Special Mention |
Substandard | Total | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Commercial |
$ | 22,978 | $ | 1,006 | $ | 4,060 | $ | 28,044 | ||||||||
Commercial real estate |
||||||||||||||||
Construction |
3,799 | 14 | 4,948 | 8,761 | ||||||||||||
Owner occupied |
41,882 | 4,179 | 8,485 | 54,546 | ||||||||||||
Non-owner occupied |
46,557 | 3,145 | 2,025 | 51,727 | ||||||||||||
Consumer |
17,556 | 148 | 261 | 17,965 | ||||||||||||
Residential real estate |
87,351 | 1,367 | 5,479 | 94,197 | ||||||||||||
Residential construction |
6,423 | | 571 | 6,994 | ||||||||||||
TOTAL |
$ | 226,546 | $ | 9,859 | $ | 25,829 | $ | 262,234 | ||||||||
The following table presents loans by credit quality indicator at December 31, 2010.
Pass | Special Mention |
Substandard | Total | |||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Commercial |
$ | 24,069 | $ | 918 | $ | 4,115 | $ | 29,102 | ||||||||
Commercial real estate |
||||||||||||||||
Construction |
3,514 | | 4,948 | 8,462 | ||||||||||||
Owner occupied |
40,104 | 4,080 | 8,105 | 52,289 | ||||||||||||
Non-owner occupied |
46,238 | 3,152 | 1,988 | 51,378 | ||||||||||||
Consumer |
18,614 | 148 | 283 | 19,045 | ||||||||||||
Residential real estate |
86,446 | 1,497 | 5,101 | 93,044 | ||||||||||||
Residential construction |
6,365 | | 572 | 6,937 | ||||||||||||
TOTAL |
$ | 225,350 | $ | 9,795 | $ | 25,112 | $ | 260,257 | ||||||||
Consumer loans consist of performing loans of $17,834,000 and nonperforming loans of $131,000 at March 31, 2011, and performing loans of $18,896,000 and nonperforming loans of $149,000 at December 31, 2010.
9
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FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The following table presents loans by past due status at March 31, 2011.
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due |
Total Past Due |
Current | Total Loans | 90 Days Past Due and Still Accruing |
||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Commercial |
$ | 281 | $ | 99 | $ | 1,382 | $ | 1,762 | $ | 26,282 | $ | 28,044 | $ | 101 | ||||||||||||||
Commercial real estate |
||||||||||||||||||||||||||||
Construction |
108 | | 4,962 | 5,070 | 3,692 | 8,762 | 99 | |||||||||||||||||||||
Owner occupied |
446 | 36 | 2,486 | 2,968 | 51,577 | 54,545 | | |||||||||||||||||||||
Non-owner occupied |
123 | 36 | 1,866 | 2,025 | 49,702 | 51,727 | 5 | |||||||||||||||||||||
Consumer |
201 | 81 | 91 | 373 | 17,592 | 17,965 | 32 | |||||||||||||||||||||
Residential real estate |
1,616 | 1,340 | 1,888 | 4,844 | 89,353 | 94,197 | 535 | |||||||||||||||||||||
Residential construction |
| | 538 | 538 | 6,456 | 6,994 | | |||||||||||||||||||||
TOTAL |
$ | 2,775 | $ | 1,592 | $ | 13,213 | $ | 17,580 | $ | 244,654 | $ | 262,234 | $ | 772 | ||||||||||||||
The following table presents loans by past due status at December 31, 2010.
30-59 Days Past Due |
60-89 Days Past Due |
90 Days or More Past Due |
Total Past Due |
Current | Total Loans | 90 Days Past Due and Still Accruing |
||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Commercial |
$ | 338 | $ | 919 | $ | 543 | $ | 1,800 | $ | 27,302 | $ | 29,102 | $ | | ||||||||||||||
Commercial real estate |
||||||||||||||||||||||||||||
Construction |
4,948 | 14 | | 4,962 | 3,500 | 8,462 | 65 | |||||||||||||||||||||
Owner occupied |
312 | 2,374 | 150 | 2,836 | 49,453 | 52,289 | | |||||||||||||||||||||
Non-owner occupied |
690 | 968 | 930 | 2,588 | 48,790 | 51,378 | 5 | |||||||||||||||||||||
Consumer |
389 | 83 | 91 | 563 | 18,482 | 19,045 | 44 | |||||||||||||||||||||
Residential real estate |
2,428 | 625 | 1,183 | 4,236 | 88,808 | 93,044 | 525 | |||||||||||||||||||||
Residential construction |
| 21 | 65 | 86 | 6,851 | 6,937 | | |||||||||||||||||||||
TOTAL |
$ | 9,105 | $ | 5,004 | $ | 2,962 | $ | 17,071 | $ | 243,186 | $ | 260,257 | $ | 639 | ||||||||||||||
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FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The following table presents impaired loans at March 31, 2011.
Carrying Amount |
Unpaid Principal Balance |
Associated Allowance |
Average Carrying Amount |
Interest Income Recognized |
||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 588 | $ | 838 | $ | | $ | 838 | $ | | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Construction |
4,948 | 4,948 | | 4,948 | | |||||||||||||||
Owner occupied |
2,850 | 2,850 | | 2,855 | (5 | ) | ||||||||||||||
Nonowner occupied |
1,311 | 1,311 | | 1,311 | | |||||||||||||||
Total Commercial |
$ | 9,697 | $ | 9,947 | $ | | $ | 9,952 | $ | (5 | ) | |||||||||
Consumer |
$ | 10 | $ | 10 | $ | | $ | 10 | $ | | ||||||||||
Residential real estate |
409 | 409 | | 410 | | |||||||||||||||
Residential construction |
452 | 452 | | 452 | | |||||||||||||||
Total Consumer |
$ | 871 | $ | 871 | $ | | $ | 872 | $ | | ||||||||||
With an allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 2,666 | $ | 2,890 | $ | 1,217 | $ | 3,029 | $ | 20 | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Owner occupied |
1,737 | 1,737 | 739 | 1,755 | | |||||||||||||||
Nonowner occupied |
550 | 550 | 347 | 550 | | |||||||||||||||
Total Commercial |
$ | 4,953 | $ | 5,177 | $ | 2,303 | $ | 5,334 | $ | 20 | ||||||||||
Consumer |
$ | 61 | $ | 61 | $ | 53 3 | $ | 63 | $ | | ||||||||||
Residential real estate |
1,418 | 1,418 | 232 | 1,912 | | |||||||||||||||
Total Consumer |
$ | 1,479 | $ | 1,479 | $ | 285 | $ | 1,975 | $ | | ||||||||||
Total: |
||||||||||||||||||||
Commercial |
$ | 3,254 | $ | 3,728 | $ | 1,217 | $ | 3,867 | $ | 20 | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Construction |
4,948 | 4,948 | | 4,948 | | |||||||||||||||
Owner occupied |
4,587 | 4,587 | 739 | 4,610 | (5 | ) | ||||||||||||||
Nonowner occupied |
1,861 | 1,861 | 347 | 1,861 | | |||||||||||||||
Total Commercial |
$ | 14,650 | $ | 15,124 | $ | 2,303 | $ | 15,286 | $ | 15 | ||||||||||
Consumer |
$ | 71 | $ | 71 | $ | 53 | $ | 73 | $ | | ||||||||||
Residential real estate |
1,827 | 1,827 | 232 | 2,322 | | |||||||||||||||
Residential construction |
452 | 452 | | 452 | | |||||||||||||||
Total Consumer |
$ | 2,350 | $ | 2,350 | $ | 285 | $ | 2,847 | $ | | ||||||||||
11
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The following table presents impaired loans at December 31, 2010.
Carrying Amount |
Unpaid Principal Balance |
Associated Allowance |
Average Carrying Amount |
Interest Income Recognized |
||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 588 | $ | 838 | $ | | $ | 1,012 | $ | | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Construction |
4,948 | 4,948 | | 4,883 | 140 | |||||||||||||||
Owner occupied |
2,356 | 2,356 | | 2,392 | | |||||||||||||||
Nonowner occupied |
1,423 | 1,423 | | 1,428 | | |||||||||||||||
Total Commercial |
$ | 9,315 | $ | 9,565 | $ | | $ | 9,715 | $ | 140 | ||||||||||
Consumer |
$ | 10 | $ | 10 | $ | | $ | 178 | $ | | ||||||||||
Residential real estate |
411 | 411 | | 434 | | |||||||||||||||
Residential construction |
452 | 452 | | 452 | | |||||||||||||||
Total Consumer |
$ | 873 | $ | 873 | $ | | $ | 1,064 | $ | | ||||||||||
With an allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 2,615 | $ | 2,839 | $ | 1,178 | $ | 4,260 | $ | 130 | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Owner occupied |
1,710 | 1,710 | 734 | 1,717 | 62 | |||||||||||||||
Nonowner occupied |
550 | 550 | 330 | 561 | | |||||||||||||||
Total Commercial |
$ | 4,875 | $ | 5,099 | $ | 2,242 | $ | 6,538 | $ | 192 | ||||||||||
Consumer |
$ | 62 | $ | 62 | $ | 53 | $ | 76 | $ | 1 | ||||||||||
Residential real estate |
1,639 | 1,639 | 304 | 2,170 | 55 | |||||||||||||||
Total Consumer |
$ | 1,701 | $ | 1,701 | $ | 357 | $ | 2,246 | $ | 56 | ||||||||||
Total: |
||||||||||||||||||||
Commercial |
$ | 3,203 | $ | 3,677 | $ | 1,178 | $ | 5,272 | $ | 130 | ||||||||||
Commercial Real Estate |
||||||||||||||||||||
Construction |
4,948 | 4,948 | | 4,883 | 140 | |||||||||||||||
Owner occupied |
4,066 | 4,066 | 734 | 4,109 | 62 | |||||||||||||||
Nonowner occupied |
1,973 | 1,973 | 330 | 1,989 | | |||||||||||||||
Total Commercial |
$ | 14,190 | $ | 14,664 | $ | 2,242 | $ | 16,253 | $ | 332 | ||||||||||
Consumer |
$ | 72 | $ | 72 | $ | 53 | $ | 254 | $ | 1 | ||||||||||
Residential real estate |
2,050 | 2,050 | 304 | 2,604 | 55 | |||||||||||||||
Residential construction |
452 | 452 | | 452 | | |||||||||||||||
Total Consumer |
$ | 2,574 | $ | 2,574 | $ | 357 | $ | 3,310 | $ | 56 | ||||||||||
12
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The following table presents nonaccrual loans, accruing loans past due 90 days or more, and restructured loans at March 31, 2011 and December 31, 2010.
March 31, 2011 | December 31, 2010 | |||||||
(Dollars in Thousands) | ||||||||
Nonaccrual loans |
$ | 17,000 | $ | 16,764 | ||||
Accruing loans past due 90 days or more |
772 | 639 | ||||||
Restructured loans (accruing) |
513 | 904 |
The following table presents the composition of nonaccrual loans at March 31, 2011 and December 31, 2010.
March 31, 2011 |
December 31, 2010 |
|||||||
(Dollars in Thousands) | ||||||||
Commercial |
$ | 3,254 | $ | 3,203 | ||||
Commercial - Real Estate |
||||||||
Construction |
4,948 | 4,948 | ||||||
Owner Occupied |
4,587 | 4,066 | ||||||
Non-Owner Occupied |
1,861 | 1,973 | ||||||
Total Commercial Loans |
14,650 | 14,190 | ||||||
Consumer |
71 | 72 | ||||||
Residential Real Estate |
1,827 | 2,050 | ||||||
Residential Construction |
452 | 452 | ||||||
Total Consumer Loans |
2,350 | 2,574 | ||||||
TOTAL NONACCRUAL LOANS |
$ | 17,000 | $ | 16,764 | ||||
In addition to the review of credit quality through the credit review process, we construct a comprehensive allowance analysis for the loan portfolio at least quarterly. The procedures that we use entail preparation of a loan watch list and assigning each loan a classification. Commercial loans with an aggregate loan balance in excess of $250,000 that meet one or more of the following conditions require the completion of a Problem Loan Report and an impairment analysis by the responsible lender. The conditions are as follows:
a. | Commercial loans graded OAEM, Substandard, Doubtful or Loss |
b. | Commercial loan in non-accrual status |
c. | Commercial loans deemed impaired |
d. | Commercial loans past due greater than 90 days |
e. | Trouble debt restructures |
f. | Other mitigating circumstances i.e. bankruptcy, death of borrower/guarantor, etc. |
The loans specified on the loan watch list have been assigned a classification that is intended to be representative of the degree of risk associated with that particular loan(s). An on-going three-year migration analysis of the pools of loans graded OAEM, Substandard, Doubtful and Loss as compared to their historical charge-offs is completed annually. This three year average percentage is then applied to the respective loan pool.
13
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The remaining portfolio is segregated into loan pools consisting of commercial loans, commercial real estate owner occupied loans, commercial real estate non-owner occupied loans, commercial construction and land development loans, residential real estate loans, residential construction loans and consumer loans. The historical net charge-off percentage of each category is compiled for ten successive years. This data is then used to establish an average charge-off percentage for each category.
Also, we review concentrations of credit, classes of loans and pledged collateral to determine the existence of any deterioration. In addition, we consider volume and trends in delinquencies and nonaccrual loans, the loan portfolio composition, loan volume and maturity of the portfolio, national and local economic conditions and the experience, ability and depth of our lending management and staff.
The following tables summarize changes in the allowance for loan losses applicable to each category of the loan portfolio:
For the Three Months Ended March 31, 2011 | ||||||||||||||||||||||||||||
Commercial | Commercial Real Estate |
Consumer | Residential Real Estate |
Construction | Unallocated | Total | ||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Balance at beginning of quarter |
$ | 1,758 | $ | 1,966 | $ | 588 | $ | 1,206 | $ | 283 | $ | 74 | $ | 5,875 | ||||||||||||||
Provision for loan losses |
1 | 168 | (4 | ) | (16 | ) | (125 | ) | 55 | 79 | ||||||||||||||||||
Recoveries on loans previously charged off |
| 10 | 15 | | | | 25 | |||||||||||||||||||||
Loans charged off |
| | (34 | ) | (70 | ) | | | (104 | ) | ||||||||||||||||||
Balance at end of quarter |
$ | 1,759 | $ | 2,144 | $ | 565 | $ | 1,120 | $ | 158 | $ | 129 | $ | 5,875 | ||||||||||||||
For the Three Months Ended March 31, 2010 | ||||||||||||||||||||||||||||
Commercial | Commercial Real Estate |
Consumer | Residential Real Estate |
Construction | Unallocated | Total | ||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Balance at beginning of quarter |
$ | 752 | $ | 1,328 | $ | 508 | $ | 767 | $ | 938 | $ | 32 | $ | 4,325 | ||||||||||||||
Provision for loan losses |
(48 | ) | 45 | 122 | 131 | 200 | 42 | 492 | ||||||||||||||||||||
Recoveries on loans previously charged off |
1 | 10 | 14 | 2 | | | 27 | |||||||||||||||||||||
Loans charged off |
(1 | ) | | (68 | ) | | | | (69 | ) | ||||||||||||||||||
Balance at end of quarter |
$ | 704 | $ | 1,383 | $ | 576 | $ | 900 | $ | 1,138 | $ | 74 | $ | 4,775 | ||||||||||||||
14
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE C LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued)
The following tables present the allocation of the allowance for loan losses at March 31, 2011 and December 31, 2010.
March 31, 2011 | ||||||||||||||||||||||||||||
Commercial | Commercial Real Estate |
Consumer | Residential Real Estate |
Residential Construction |
Unallocated | Total | ||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Reserve ending balance: |
$ | 1,759 | $ | 2,144 | $ | 565 | $ | 1,120 | $ | 158 | $ | 129 | $ | 5,875 | ||||||||||||||
Individually evaluated for Impairment |
$ | 1,240 | $ | 1,242 | $ | 1 | $ | 110 | $ | 3 | $ | 0 | $ | 2,596 | ||||||||||||||
Collectively evaluated for Impairment |
$ | 519 | $ | 902 | $ | 564 | $ | 1,010 | $ | 155 | $ | 129 | $ | 3,279 | ||||||||||||||
December 31 2010 | ||||||||||||||||||||||||||||
Commercial | Commercial Real Estate |
Consumer | Residential Real Estate |
Residential Construction |
Unallocated | Total | ||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Reserve ending balance: |
$ | 1,758 | $ | 1,966 | $ | 588 | $ | 1,206 | $ | 283 | $ | 74 | $ | 5,875 | ||||||||||||||
Individually evaluated for Impairment |
$ | 1,199 | $ | 1,039 | $ | 1 | $ | 110 | $ | 3 | $ | 0 | $ | 2,352 | ||||||||||||||
Collectively evaluated for Impairment |
$ | 559 | $ | 927 | $ | 587 | $ | 1,096 | $ | 280 | $ | 74 | $ | 3,523 |
15
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE D RETIREMENT AND BENEFIT PLANS
The following summarizes the components of net periodic benefit cost for the three-month periods ended March 31, 2011 and 2010:
Pension Benefits | Postretirement Benefits | |||||||||||||||
(Dollars in thousands) | Three Months Ended March 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Service cost |
$ | 86 | $ | 79 | $ | 3 | $ | 3 | ||||||||
Interest cost |
110 | 111 | 13 | 14 | ||||||||||||
Expected return on plan assets |
(134 | ) | (128 | ) | | | ||||||||||
Amortization of transition amount |
| | 14 | 14 | ||||||||||||
Amortization of prior service cost |
(22 | ) | (22 | ) | | | ||||||||||
Recognition of net actuarial loss (gain) |
63 | 55 | (10 | ) | (8 | ) | ||||||||||
Net periodic benefit cost |
$ | 103 | $ | 95 | $ | 20 | $ | 23 | ||||||||
The Corporation contributed $75,000 to the pension plan in the first quarter of 2011 and 2010. Approximately $11,000 and $14,000 in contributions were made for postretirement benefits for the three-month periods ended March 31, 2011 and 2010, respectively. Contributions of $225,000 for pension benefits and $42,000 for postretirement benefits are expected to be made during the remainder of 2011.
NOTE E REGULATORY CAPITAL REQUIREMENTS
Regulators of the Corporation and its subsidiary have implemented risk-based capital guidelines which require the maintenance of certain minimum capital as a percent of assets and certain off-balance sheet items adjusted for predefined credit risk factors. The regulatory minimums for Tier 1 and combined Tier 1 and Tier 2 capital ratios are 4.0% and 8.0%, respectively. Tier 1 capital includes common stockholders equity reduced by goodwill and certain other intangibles. Tier 2 capital includes portions of the allowance for loan losses, not to exceed Tier 1 capital. In addition to the risk-based guidelines, a minimum leverage ratio (Tier 1 capital as a percentage of average total consolidated assets) of 4% is required. The following table contains the capital ratios for the Corporation and the Bank.
March 31, 2011 | December 31, 2010 | |||||||||||||||||||||||
Combined Capital | Combined Capital | |||||||||||||||||||||||
Entity | Tier 1 | (Tier 1 and Tier 2) | Leverage | Tier 1 | (Tier 1 and Tier 2) | Leverage | ||||||||||||||||||
Consolidated |
13.98 | % | 15.24 | % | 9.16 | % | 13.82 | % | 15.08 | % | 9.00 | % | ||||||||||||
First Century Bank, N.A. |
13.55 | % | 14.81 | % | 8.87 | % | 13.35 | % | 14.61 | % | 8.68 | % |
16
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE F COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Corporation is involved in various legal suits and proceedings. In the opinion of management, based on the advice of legal counsel, these suits are without substantial merit and should not result in judgments that, in the aggregate, would have a material adverse effect on the Corporations financial statements.
First Century Bank, N.A., the Corporations wholly-owned banking subsidiary, is party to various financial instruments with off-balance sheet risk arising in the normal course of business to meet the financing needs of its customers. These commitments include standby letters of credit of approximately $3,806,000 at March 31, 2011 and $3,887,000 at December 31, 2010. These instruments contain various elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. Additionally, certain off-balance sheet items of approximately $43,883,000 at March 31, 2011, and $42,342,000 at December 31, 2010, were comprised primarily of unfunded loan commitments.
17
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE G INVESTMENT SECURITIES
Securities available for sale are summarized as follows:
March 31, 2011 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
U.S. Government agency obligations |
$ | 56,108 | $ | 87 | $ | 607 | $ | 55,588 | ||||||||
U.S. Government agency mortgage-backed securities |
18,098 | 730 | | 18,828 | ||||||||||||
TOTAL SECURITIES AVAILABLE FOR SALE |
$ | 74,206 | $ | 817 | $ | 607 | $ | 74,416 | ||||||||
December 31, 2010 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
U.S. Government agency obligations |
$ | 56,151 | $ | 132 | $ | 475 | $ | 55,808 | ||||||||
U.S. Government agency mortgage-backed securities |
16,844 | 790 | | 17,634 | ||||||||||||
TOTAL SECURITIES AVAILABLE FOR SALE |
$ | 72,995 | $ | 922 | $ | 475 | $ | 73,442 | ||||||||
Securities held to maturity are summarized as follows:
March 31, 2011 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
State and municipal obligations |
$ | 24,069 | $ | 353 | $ | 228 | $ | 24,194 | ||||||||
TOTAL SECURITIES HELD TO MATURITY |
$ | 24,069 | $ | 353 | $ | 228 | $ | 24,194 | ||||||||
December 31, 2010 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
State and municipal obligations |
$ | 24,196 | $ | 345 | $ | 279 | $ | 24,262 | ||||||||
TOTAL SECURITIES HELD TO MATURITY |
$ | 24,196 | $ | 345 | $ | 279 | $ | 24,262 | ||||||||
Securities with an aggregate fair value of $43,534,000 at March 31, 2011 and $34,551,000 at December 31, 2010, were pledged to secure public and trust deposits and for other purposes required or permitted by law, including approximately $16,122,000 at March 31, 2011 and $11,431,000 at December 31, 2010 pledged to secure repurchase agreements.
18
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE G INVESTMENT SECURITIES (Continued)
Sales of securities available for sale were as follows:
Three Months Ended March 31, |
||||||||
2011 | 2010 | |||||||
(Dollars in thousands) | ||||||||
Proceeds from sales |
$ | | $ | 792 | ||||
Gross realized gains |
| 47 | ||||||
Gross realized losses |
| |
The amortized cost and estimated fair value for securities available for sale and securities held to maturity by contractual maturities at March 31, 2011 are shown in the following tables. Expected maturities may differ from contractual maturities because some securities may have call or prepayment features.
Amortized Cost |
Fair Value |
Net Unrealized Gains (Losses) |
||||||||||
(Dollars in Thousands) | ||||||||||||
Due in one year or less |
$ | 648 | $ | 669 | $ | 21 | ||||||
Due after one year through five years |
39,255 | 39,027 | (228 | ) | ||||||||
Due after five years through ten years |
28,032 | 28,327 | 295 | |||||||||
Due after ten years |
6,271 | 6,393 | 122 | |||||||||
TOTAL SECURITIES AVAILABLE FOR SALE |
$ | 74,206 | $ | 74,416 | $ | 210 | ||||||
Amortized Cost |
Fair Value |
Net Unrealized Gains (Losses) |
||||||||||
(Dollars in Thousands) | ||||||||||||
Due in one year or less |
$ | 860 | $ | 868 | $ | 8 | ||||||
Due after one year through five years |
5,229 | 5,392 | 163 | |||||||||
Due after five years through ten years |
10,418 | 10,518 | 100 | |||||||||
Due after ten years |
7,562 | 7,416 | (146 | ) | ||||||||
TOTAL SECURITIES HELD TO MATURITY |
$ | 24,069 | $ | 24,194 | $ | 125 | ||||||
19
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE G INVESTMENT SECURITIES (Continued)
The following table shows the gross unrealized losses and fair value of the Corporations investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category at March 31, 2011:
(Dollars in thousands) | Less Than Twelve Months | Over Twelve Months | ||||||||||||||
Description of security | Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
Fair Value |
||||||||||||
Securities available for sale: |
||||||||||||||||
U.S. Treasury obligations and direct obligations of U.S. government agencies |
$ | 607 | $ | 38,980 | $ | | $ | | ||||||||
Total securities available for sale |
$ | 607 | $ | 38,980 | $ | | $ | | ||||||||
Securities held to maturity: |
||||||||||||||||
Municipal bonds |
$ | 227 | $ | 6,577 | $ | 1 | $ | 203 | ||||||||
Total securities held to maturity |
$ | 227 | $ | 6,577 | $ | 1 | $ | 203 | ||||||||
For all of these securities, because the decline in market value is attributable to changes in interest rates and not credit quality and because the Corporation has the ability and intent to hold these investments until a recovery of fair value, which may be maturity, the Corporation does not consider these investments to be other-than-temporarily impaired at March 31, 2011.
NOTE H FAIR VALUE MEASUREMENT
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair value guidance establishes a framework for using fair value to measure assets and liabilities and defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) as opposed to the price that would be paid to acquire the asset or received to assume the liability (an entry price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of nonperformance. Required disclosures include identification of balance sheet amounts measured at fair value based on inputs the Company uses to derive fair value measurements. These include:
| Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume), |
| Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and |
20
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE H FAIR VALUE MEASUREMENT (Continued)
| Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Companys own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. |
Investment Securities Available-for-Sale:
Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securitys credit rating, prepayment assumptions and other factors such as credit loss assumptions.
Loans:
The Corporation does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. The fair value of impaired loans is estimated using one of several methods, including collateral value, recent appraisal value and /or tax assessed value, liquidation value and discounted cash flows. At March 31, 2011, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the impaired loan as nonrecurring Level 2.
Foreclosed Assets / Repossessions:
Foreclosed assets and repossessions are adjusted to fair value upon transfer of the loans to foreclosed assets and repossessions. Fair value is based upon independent market prices, appraised values of the collateral or managements estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the Corporation records the foreclosed asset as nonrecurring Level 2.
21
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE H FAIR VALUE MEASUREMENT (Continued)
The following table presents information about the Companys assets and liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Description |
Fair Value March 31, 2011 |
Fair Value Measurements at March 31, 2011, Using | ||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets and liabilities measured on a recurring basis: |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
U.S. Government agency obligations |
$ | 55,588 | $ | | $ | 55,588 | $ | | ||||||||
U.S. Government agency mortgage-backed securities |
18,828 | | 18,828 | | ||||||||||||
Total |
$ | 74,416 | $ | | $ | 74,416 | $ | | ||||||||
Assets and liabilities measured on a nonrecurring basis: |
||||||||||||||||
Impaired loans |
$ | 14,412 | $ | | $ | 14,412 | $ | | ||||||||
Foreclosures and repossessions |
1,527 | | 1,527 | | ||||||||||||
Total |
$ | 15,939 | $ | | $ | 15,939 | $ | | ||||||||
Description |
Fair Value December 31, 2010 |
Fair Value Measurements at December 31, 2010, Using | ||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets and liabilities measured on a recurring basis: |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
U.S. Government agency obligations |
$ | 55,808 | $ | | $ | 55,808 | $ | | ||||||||
U.S. Government agency mortgage-backed securities |
17,634 | | 17,634 | | ||||||||||||
Total |
$ | 73,442 | $ | | $ | 73,442 | $ | | ||||||||
Assets and liabilities measured on a nonrecurring basis: |
||||||||||||||||
Impaired loans |
$ | 14,165 | $ | | $ | 14,165 | $ | | ||||||||
Foreclosures and repossessions |
1,768 | | 1,768 | | ||||||||||||
Total |
$ | 15,933 | $ | | $ | 15,933 | $ | |
22
Table of Contents
FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE H FAIR VALUE MEASUREMENT (Continued)
The following table presents the carrying amounts and fair values of the Companys financial instruments: (in thousands)
March 31, 2011 | December 31, 2010 | |||||||||||||||
Carrying Amount |
Fair Value |
Carrying Amount |
Fair Value |
|||||||||||||
Cash & cash equivalents |
$ | 39,353 | $ | 39,353 | $ | 28,869 | $ | 28,869 | ||||||||
Investment securities available for sale |
74,416 | 74,416 | 73,442 | 73,442 | ||||||||||||
Investment securities held to maturity |
24,069 | 24,194 | 24,196 | 24,262 | ||||||||||||
Loans, net |
256,359 | 266,071 | 254,382 | 264,533 | ||||||||||||
Accrued interest receivable |
1,421 | 1,421 | 1,243 | 1,243 | ||||||||||||
Deposits |
360,506 | 361,265 | 352,341 | 353,246 | ||||||||||||
Borrowings |
16,148 | 16,148 | 11,457 | 11,457 | ||||||||||||
Accrued interest payable |
147 | 147 | 137 | 137 |
NOTE I RECENT ACCOUNTING PRONOUNCEMENTS
Disclosures about Troubled Debt Restructurings (TDRs) required by ASU 2010-20 were deferred by the Financial Accounting Standards Board (FASB) in ASU 2011-01 issued in January 2011. In April 2011 FASB issued ASU 2011-02 to assist creditors with their determination of when a restructuring is a TDR. The determination is based on whether the restructuring constitutes a concession and whether the debtor is experiencing financial difficulties as both events must be present.
Disclosures related to TDRs under ASU 2010-20 will be effective for reporting periods beginning after June 15, 2011.
Also in April 2011, the FASB issued ASU 2011-03 Reconsideration of Effective Control for Repurchase Agreements to remove from the assessment of effective control the (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.
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FIRST CENTURY BANKSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
March 31, 2011
NOTE I RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
In May 2011, ASU 2011-04 was issued which amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (IFRS). The amendments in this Update change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include the following:
1. Those that clarify the Boards intent about the application of existing fair value measurement and disclosure requirements
2. Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.
In addition, to improve consistency in application across jurisdictions some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way (for example, using the word shall rather than should to describe the requirements in U.S. GAAP). The amendments in this Update are to be applied prospectively and. are effective during interim and annual period beginning after December 15, 2011.
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FIRST CENTURY BANKSHARES, INC.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
March 31, 2011
This narrative will assist you, the reader, in your analysis of the accompanying consolidated financial statements and supplemental financial information. You should read it in conjunction with the unaudited consolidated financial statements and the notes presented elsewhere in this report. We are not aware of any market or institutional trends, events or uncertainties that will have or are reasonably likely to have a material effect on the liquidity, capital resources or operations of the Corporation, except as discussed herein. We are also not aware of any current recommendations by any regulatory authorities, which would have such a material effect if implemented.
Forward-looking Statements
This report contains certain forward-looking statements (as defined in the Private Securities Litigation Act of 1995), including certain plans, expectations, goals and projections, which are inherently subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by such statements for a variety of factors, including, but not limited to: changes in economic conditions which may affect our primary market area; rapid movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; success and timing of loan workout strategies; the nature and extent of governmental actions and reforms; continuing consolidation on the financial services industry; rapidly changing technology; and evolving financial industry standards.
Critical Accounting Policies
Our accounting policies are an integral part to understanding the results reported. Our accounting and reporting policies are in accordance with accounting principles generally accepted in the United States of America, and they conform to general practices within the financial services industry. The most complex accounting policies require our best judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. A variety of factors could affect the ultimate value obtained by the use of assumptions that involve significant uncertainty at the time of estimation. In some instances, we use a discount factor to determine the present value of assets and liabilities. A change in the discount factor could increase or decrease the values of those assets and liabilities, resulting in either a beneficial or an adverse impact on our financial results. The following is a brief description of our current accounting policies involving significant management valuation judgments and estimates.
Allowance for Loan Losses
We maintain, through the provision expense, an allowance for loan losses that we believe to be adequate to absorb probable credit losses inherent in the portfolio. The procedures that we use entail preparation of a loan watch list and assigning each loan a classification. For those individually significant loans where it is determined that it is not probable that the borrower will make all payments in accordance with the original loan agreement, we perform an impairment analysis. The measurement of impaired loans is based on either the fair value of the underlying collateral, the present value of the future cash flows discounted at the historical effective interest rate stipulated in the loan agreement, or the estimated market value of the loan.
Other classified loans are categorized and allocated appropriate reserves. We also reserve for other loans more than 90 days past due that were not considered in the aforementioned procedures. We segregate the remaining portfolio into consumer, commercial and residential real estate loans, and apply the historical net charge off percentage of each category to the current amount outstanding in those categories. Additionally, as part of this analysis we include such factors as concentrations of credit, collateral deficient loans, volume and trends in delinquencies, loan portfolio composition, loan volume and maturity of the portfolio, national and local economic conditions and the experience, ability and depth of lending management and staff.
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FIRST CENTURY BANKSHARES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
March 31, 2011
Greater detail regarding the determination of the adequacy of the allowance for loan losses is provided later in this Managements Discussion and Analysis of Financial Condition and Results of Operations, as well as in Note C of Notes to Unaudited Consolidated Financial Statements.
Pensions
We have a defined benefit pension plan covering substantially all employees with at least nine months of service who are at least 20 1/2 years of age. Pension expense is determined by an actuarial valuation based on assumptions that are evaluated annually as of December 31, the measurement date for pension obligations. The most significant assumptions are the long-term expected rate of return on plan assets, the discount rate used to determine the present value of the pension obligations, and the weighted-average rate of expected increase in future compensation levels. We review these assumptions with the plan actuaries and modify them as necessary to reflect current market conditions as well as anticipated long-term market conditions.
Results of Operations for Three Months ended March 31, 2011
Net income for the first three months of 2011 was $754,000, representing an increase of approximately 79.1%, from the comparable 2010 level of $421,000. The most significant component, net interest income, amounted to $3,339,000 for the three-month period ended March 31, 2011, a decrease of $172,000, or 4.9%, as compared to $3,511,000 for the first three months of 2010. This decrease was primarily the result of reduced interest income in excess of the reductions seen in interest expense due to lower loan demand, higher levels of nonperforming assets and the impact of an extended lower interest rate environment on the short-term nature of the Companys balance sheet. Net interest margins for the three months ended March 31, 2011 and 2010 were 3.15% and 3.38%, respectively.
Interest income for the three-month period ended March 31, 2011 decreased $430,000, or 9.7%, to $4,001,000, from $4,431,000 for the three-month period ended March 31, 2010. Interest income reflected a weighted-average yield on earning assets of 4.09% for the three-month period ended March 31, 2011, compared to 4.67% for the same three-month period in 2010. Average interest-earning assets were $391,080,000 and $379,921,000 during the three months ended March 31, 2011 and 2010, respectively.
Interest expense decreased $258,000, or 28.0%, to $662,000 for the three-month period ended March 31, 2011, from $920,000 for the same period in 2010. This reflected an average cost of funds of 0.82% and 1.14%, respectively, for the three-month periods ended March 31, 2011 and 2010. Average interest-bearing liabilities were $321,340,000 and $324,185,000 during the three months ended March 31, 2011 and 2010, respectively.
The provision for loan losses was $79,000 for the three months ended March 31, 2011. This was a decrease of $413,000 compared to the provision of $492,000 for the same period in 2010. Net charge-offs were $79,000 for the quarter ended March 31, 2011, compared to $42,000 for the quarter ended March 31, 2010. Additional provisions of $450,000 were made in the first quarter of 2010, with no comparable additions made in the first quarter of 2011.
Noninterest income, exclusive of securities gains and losses, was $1,495,000 for the three-month period ended March 31, 2011 and represented an increase of $297,000, or 24.8%, compared to $1,198,000 for the same period in 2010. Increases were seen in all areas of noninterest income, reflecting pricing adjustments for deposit services; enhanced fiduciary fees as the result of a major estate settlement; and, higher fee income from mortgage loan originations.
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FIRST CENTURY BANKSHARES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
March 31, 2011
Noninterest expense of $3,642,000 for the quarter ended March 31, 2011 represented a decrease of $26,000, or 0.7%, from $3,616,000 for the same period in 2010. Personnel expense decreased $93,000, or 5.5%, due to recent efforts to reduce staffing levels through this economic downturn. This reduction, however, was offset by higher loan collection expenses, advertising expenses and office supply expenses.
On a per share basis, net income increased to $0.40 per diluted share for the three-month period ended March 31, 2011, compared to $0.22 per diluted share for the same period in 2010. Earnings through March 31, 2011 and March 31, 2010, reflect an annualized return on average assets (ROAA) of 0.71% and 0.40%, respectively. Also, these earnings reflect an annualized return on average equity (ROAE) of 7.50% and 4.23% for the periods ending March 31, 2011 and 2010, respectively. Dividends for the first quarters of 2011 and 2010 were $0.15 per share.
Financial Condition and Asset Quality
Total assets at March 31, 2011 were $420,931,000 as compared to $407,989,000 at December 31, 2010, or an increase of $12,942,000, or 3.2%. The loan portfolio increased 0.9% during this period to $262,234,000 at March 31, 2011, from $260,257,000 at December 31, 2010, reflecting the minimal loan demand experienced during the quarter. The investment portfolio increased approximately $847,000, or 0.9%, during this same period.
Total deposits increased by $8,165,000 to $360,506,000 at March 31, 2011 from $352,341,000 at December 31, 2010. Noninterest-bearing deposits increased by $7,160,000, or 15.2%, which is a normal fluctuation with some larger commercial customers. Interest-bearing deposits increased $1,005,000, or 0.3%, during this same period.
We evaluate the adequacy of the allowance for loan losses on a quarterly basis in order to maintain the allowance at a level that is sufficient to absorb probable credit losses. This evaluation is based on a review of our historical loss experience, known and inherent risks in the loan portfolio, including adverse circumstances that may affect the ability of the borrower to repay interest and/or principal, the estimated value of collateral, and an analysis of the levels and trends of delinquencies, charge-offs and the risk ratings of the various loan categories. Such factors as the level and trend of interest rates and the condition of national and local economies are also considered.
For instance, we have evaluated our residential mortgage loan portfolio in light of recent national trends in delinquency and foreclosure. We are also evaluating our commercial real estate loan portfolio as there is continued weakness in this sector from the prolonged economic downturn. Additionally, with the potential for higher interest rates and the variable rate nature of many of our commercial loans, we monitor the impact these changes could have on the ability of our customers to adjust to higher repayment requirements.
Nonperforming assets, including nonaccrual loans, loans past-due over 90 days, restructured loans and other real estate owned, were $19,830,000 at March 31, 2011, and $20,057,000 at December 31, 2010. As a percentage of total assets, nonperforming assets decreased from 4.9% at December 31, 2010 to 4.7% at March 31, 2011. The allowance for loan losses was $5,875,000 at March 31, 2011, and December 31, 2010. The allowance for loan losses as a percentage of total loans decreased from 2.26% at December 31, 2010, to 2.24% at March 31, 2011.
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FIRST CENTURY BANKSHARES, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
March 31, 2011
Off-Balance Sheet Arrangements
Financial instruments include commitments to extend credit and standby letters of credit. These commitments include standby letters of credit of approximately $3,806,000 at March 31, 2011 and $3,887,000 at December 31, 2010. These instruments contain various elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. Additionally, certain off-balance sheet items of approximately $43,883,000 at March 31, 2011, and $42,342,000 at December 31, 2010, were comprised primarily of unfunded loan commitments. The methodology used to determine an estimate for the reserve for unfunded lending commitments is inherently similar to the methodology used in calculating the allowance for loan losses adjusted for factors specific to binding commitments, including the probability of funding and exposure at the time of funding. The reserve for unfunded lending commitments is included in other liabilities with increases or decreases included in noninterest expense. At March 31, 2011 and December 31, 2010, the reserve for unfunded lending commitments was $10,000. Estimates may change at some point in the future.
Liquidity and Capital Resources
Liquidity management involves the ability to meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Liquidity can best be demonstrated by an analysis of cash flows. The primary source of cash flows is from operating activities. Operating activities provided $1,080,000 of liquidity for the three-month period ended March 31, 2011, compared to $1,489,000 for the same three months in 2010. The principal elements of these operating flows are net income, increased for significant non-cash expenses for the provision for loan losses and depreciation and amortization. A secondary source of liquidity comes from investing activities, principally the maturities of investment securities. Maturities and calls of investment securities were $13,185,000 for the three-month period ended March 31, 2011, compared to $14,437,000 for the three-month period ended March 31, 2010. Excess proceeds from maturities and calls of investments during the first quarter of 2011 were reinvested in the portfolio. As of March 31, 2011, there were approximately $8,758,000 of investment securities that mature within 36 months based on contractual maturities.
Additional sources of liquidity are available through the Federal Reserve System and through membership in the Federal Home Loan Bank system. As of March 31, 2011, we had a maximum secured borrowing capacity exceeding $90,000,000 through the Federal Home Loan Bank of Pittsburgh. These funds can be made available with various maturities and interest rate structures. Borrowings are collateralized by a blanket lien by the Federal Home Loan Bank on its members qualifying assets. At March 31, 2011, we owned $1,130,300 of FHLB stock, and had no borrowings outstanding for overnight liquidity needs through the FHLB. As of March 31, 2011, there were no outstanding balances on our federal funds purchased lines of $8,700,000 with correspondent banks which are available for short-term liquidity needs.
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FIRST CENTURY BANKSHARES, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures:
The Companys Chief Executive Officer and the Chief Financial Officer have conducted as of March 31, 2011, an evaluation of the effectiveness of the Companys disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures as of March 31, 2011, were effective in ensuring that information required to be disclosed in the Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time period required by the Securities and Exchange Commissions rules and forms.
Changes in internal controls over financial reporting:
There were no changes in the Companys internal control over financial reporting that occurred during the first quarter ended March 31, 2011, or in other factors that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
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FIRST CENTURY BANKSHARES, INC.
PART II. OTHER INFORMATION
The subsidiary of the Corporation is involved in various legal proceedings, all of which are considered incidental to the normal conduct of business. Management believes that the liabilities arising from these proceedings will not have a material adverse effect on the consolidated financial position or consolidated results of operations of the Corporation.
Not Applicable.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) | Not Applicable |
(b) | Not Applicable |
(c) | Not Applicable |
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 (Removed and Reserved)
(a) | None |
(b) | None |
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FIRST CENTURY BANKSHARES, INC.
PART II. OTHER INFORMATION (Continued)
The following exhibits are filed herewith or incorporated by reference.
Exhibit |
Description of Exhibit |
Page Number |
||||||
3. | Articles of Incorporation and Bylaws | |||||||
3(a) | Articles of Amendment to Articles of Incorporation (1) |
| ||||||
3(b) | Restated Articles of Incorporation (2) |
| ||||||
3(c) | Amended and Restated By-laws of the Company (3) |
| ||||||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | 32 | ||||||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | 33 | ||||||
32.1 | 18 U.S.C. Section 1350 Certification of Chief Executive Officer | 34 | ||||||
32.2 | 18 U.S.C. Section 1350 Certification of Chief Financial Officer | 35 |
(1) | Incorporated by reference to Exhibit 3 to the Companys Annual Report on Form 10-K dated December 31, 1999 and filed March 27, 2000, File Number: 000-11671; Film Number: 579818. |
(2) | Incorporated by reference to Exhibit 3(b) to the Companys Quarterly Report on Form 10-Q dated June 30, 1996 and filed August 14, 2006, File Number 000-11671; Film Number: 96610281. |
(3) | Incorporated by reference to Exhibit 3(ii) to the Companys Current Report on Form 8-K dated February 15, 2005 and filed February 18, 2005, File Number: 000-11671; Film Number: 05625963. |
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
First Century Bankshares, Inc. | ||
(Registrant) | ||
By: | /s/ J. Ronald Hypes | |
J. Ronald Hypes, Treasurer | ||
(Principal Accounting and Financial Officer) | ||
Date: May 16, 2011 |
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