Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - LIMESTONE BANCORP, INC. | a6723514ex31_1.htm |
EX-32.2 - EXHIBIT 32.2 - LIMESTONE BANCORP, INC. | a6723514ex32_2.htm |
EX-31.2 - EXHIBIT 31.2 - LIMESTONE BANCORP, INC. | a6723514ex31_2.htm |
EX-32.1 - EXHIBIT 32.1 - LIMESTONE BANCORP, INC. | a6723514ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 31, 2011
Or
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number: 001-33033
PORTER BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky
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61-1142247
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2500 Eastpoint Parkway, Louisville, Kentucky
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40223
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(Address of principal executive offices)
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(Zip Code)
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(502) 499-4800
(Registrant’s 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 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨ | 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
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
11,838,428 shares of Common Stock, no par value, were outstanding at April 30, 2011.
Page
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PART I -
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FINANCIAL INFORMATION
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ITEM 1.
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1
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ITEM 2.
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27
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ITEM 3.
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39
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ITEM 4.
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40
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PART II -
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OTHER INFORMATION
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ITEM 1.
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41
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ITEM 1A.
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41
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ITEM 2.
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41
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ITEM 3.
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41
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ITEM 4.
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41
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ITEM 5.
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41
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ITEM 6.
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42
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PART I – FINANCIAL INFORMATION
The following consolidated financial statements of Porter Bancorp Inc. and Subsidiary, PBI Bank, Inc., are submitted:
Unaudited Consolidated Balance Sheets for March 31, 2011 and December 31, 2010
Unaudited Consolidated Statements of Income for the three months ended March 31, 2011 and 2010
Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2011
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010
Notes to Unaudited Consolidated Financial Statements
1
PORTER BANCORP, INC.
Unaudited Consolidated Balance Sheets
(dollars in thousands except share data)
March 31,
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December 31,
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|||||||
2011
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2010
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|||||||
Assets
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||||||||
Cash and due from financial institutions
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$ | 156,726 | $ | 178,693 | ||||
Federal funds sold
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5,377 | 6,742 | ||||||
Cash and cash equivalents | 162,103 | 185,435 | ||||||
Securities available for sale
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163,032 | 106,309 | ||||||
Mortgage loans held for sale
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330 | 345 | ||||||
Loans, net of allowance of $33,599 and $34,285, respectively
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1,243,568 | 1,268,383 | ||||||
Premises and equipment
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22,175 | 22,468 | ||||||
Other real estate owned
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73,942 | 67,635 | ||||||
Goodwill
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23,794 | 23,794 | ||||||
Accrued interest receivable and other assets
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48,163 | 49,583 | ||||||
Total assets
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$ | 1,737,107 | $ | 1,723,952 | ||||
Liabilities and Stockholders’ Equity
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||||||||
Deposits
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||||||||
Non-interest bearing
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$ | 106,772 | $ | 98,398 | ||||
Interest bearing | 1,375,551 | 1,369,270 | ||||||
Total deposits | 1,482,323 | 1,467,668 | ||||||
Federal funds purchased and repurchase agreements
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11,429 | 11,616 | ||||||
Federal Home Loan Bank advances
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14,564 | 15,022 | ||||||
Accrued interest payable and other liabilities
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5,507 | 6,681 | ||||||
Subordinated capital note
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8,550 | 8,550 | ||||||
Junior subordinated debentures
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25,000 | 25,000 | ||||||
Total liabilities | 1,547,373 | 1,534,537 | ||||||
Stockholders’ equity
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||||||||
Preferred stock, no par, 1,000,000 shares authorized, | ||||||||
Series A – 35,000 issued and outstanding; | ||||||||
Liquidation preference of $35 million at March 31, 2011 | 34,528 | 34,484 | ||||||
Series C – 317,042 issued and outstanding; | ||||||||
Liquidation preference of $3.6 million at March 31, 2011 | 3,283 | 3,283 | ||||||
Common stock, no par, 19,000,000 shares authorized, 11,840,176 | ||||||||
and 11,846,107 shares issued and outstanding, respectively | 112,236 | 112,236 | ||||||
Additional paid-in capital | 19,526 | 19,438 | ||||||
Retained earnings
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18,017 | 17,822 | ||||||
Accumulated other comprehensive income | 2,144 | 2,152 | ||||||
Total stockholders' equity
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189,734 | 189,415 | ||||||
Total liabilities and stockholders’ equity
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$ | 1,737,107 | $ | 1,723,952 |
See accompanying notes to unaudited consolidated financial statements.
2
PORTER BANCORP, INC.
Unaudited Consolidated Statements of Income
(dollars in thousands, except per share data)
Three Months Ended
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||||||||
March 31,
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||||||||
2011
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2010 | |||||||
Interest income
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||||||||
Loans, including fees
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$ | 18,110 | $ | 19,873 | ||||
Taxable securities
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1,042 | 2,335 | ||||||
Tax exempt securities
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260 | 216 | ||||||
Fed funds sold and other
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204 | 202 | ||||||
19,616 | 22,626 | |||||||
Interest expense
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||||||||
Deposits
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5,360 | 7,383 | ||||||
Federal Home Loan Bank advances
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142 | 720 | ||||||
Subordinated capital note
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73 | 75 | ||||||
Junior subordinated debentures
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155 | 152 | ||||||
Federal funds purchased and other
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118 | 119 | ||||||
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5,848 | 8,449 | ||||||
Net interest income
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13,768 | 14,177 | ||||||
Provision for loan losses
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5,100 | 3,000 | ||||||
Net interest income after provision for loan losses
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8,668 | 11,177 | ||||||
Non-interest income
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||||||||
Service charges on deposit accounts
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630 | 720 | ||||||
Income from fiduciary activities
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255 | 252 | ||||||
Secondary market brokerage fees
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76 | 60 | ||||||
Title insurance commissions
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31 | 37 | ||||||
Net gain on sales of loans originated for sale
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221 | 91 | ||||||
Net gain on sales of securities
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83 | 57 | ||||||
Other
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491 | 475 | ||||||
1,787 | 1,692 | |||||||
Non-interest expense
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||||||||
Salaries and employee benefits
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4,124 | 3,947 | ||||||
Occupancy and equipment
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972 | 1,022 | ||||||
Other real estate owned expense
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1,367 | 378 | ||||||
FDIC Insurance
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855 | 705 | ||||||
State franchise tax
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582 | 543 | ||||||
Professional fees
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280 | 266 | ||||||
Loan collection expense
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262 | 175 | ||||||
Communications
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168 | 186 | ||||||
Postage and delivery
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123 | 188 | ||||||
Advertising
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102 | 96 | ||||||
Other
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560 | 543 | ||||||
9,395 | 8,049 | |||||||
Income before income taxes
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1,060 | 4,820 | ||||||
Income tax expense
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261 | 1,564 | ||||||
Net income
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799 | 3,256 | ||||||
Less:
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||||||||
Dividends on preferred stock
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438 | 438 | ||||||
Accretion on Series A preferred stock
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44 | 44 | ||||||
Earnings allocated to participating securities
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12 | 42 | ||||||
Net income available to common shareholders
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$ | 305 | $ | 2,732 | ||||
Basic earnings per common share
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$ | 0.03 | $ | 0.30 | ||||
Diluted earnings per common share
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$ | 0.03 | $ | 0.30 |
See accompanying notes to unaudited consolidated financial statements.
3
PORTER BANCORP, INC.
Unaudited Consolidated Statement of Changes in Stockholders’ Equity
For Three Months Ended March 31, 2011
(dollars in thousands, except share and per share data)
Accumulated | |||||||||||||||||||||||||||
Shares | Amount | Additional |
Other
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||||||||||||||||||||||||
Series A
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Series C
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Series A
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Series C
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Paid-In
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Retained
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Comprehensive | |||||||||||||||||||||
Common |
Preferred
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Preferred
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Common
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Preferred
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Preferred
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Capital
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Earnings
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Income
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Total
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||||||||||||||||||
Balances, January 1, 2011
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11,846,107 | 35,000 | 317,042 | $ | 112,236 | $ | 34,484 | $ | 3,283 | $ | 19,438 | $ | 17,822 | $ | 2,152 | $ | 189,415 | ||||||||||
Forfeited unvested stock
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(5,931 | ) | – | – | – | – | – | – | – | – | – | ||||||||||||||||
Stock-based compensation expense
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– | – | – | – | – | – | 88 | – | – | 88 | |||||||||||||||||
Comprehensive income:
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|||||||||||||||||||||||||||
Net income
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– | – | – | – | – | – | – | 799 | – | 799 | |||||||||||||||||
Changes in accumulated other | |||||||||||||||||||||||||||
comprehensive income, | |||||||||||||||||||||||||||
net of taxes
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– | – | – | – | – | – | – | – | (8 | ) | (8 | ) | |||||||||||||||
Total comprehensive income
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– | – | – | – | – | – | – | – | – | 791 | |||||||||||||||||
Dividends 5% on Series A preferred stock
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– | – | – | – | – | – | – | (438 | ) | – | (438 | ) | |||||||||||||||
Dividends on Series C preferred | |||||||||||||||||||||||||||
stock ($0.01 per share)
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– | – | – | – | – | – | – | (3 | ) | – | (3 | ) | |||||||||||||||
Amortization of Series A preferred | |||||||||||||||||||||||||||
stock discount
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– | – | – | – | 44 | – | – | (44 | ) | – | – | ||||||||||||||||
Cash dividends declared on | |||||||||||||||||||||||||||
common stock ($0.01 per share)
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– | – | – | – | – | – | – | (119 | ) | – | (119 | ) | |||||||||||||||
Balances, March 31, 2011
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11,840,176 | 35,000 | 317,042 | $ | 112,236 | $ | 34,528 | $ | 3,283 | $ | 19,526 | $ | 18,017 | $ | 2,144 | $ | 189,734 |
See accompanying notes to unaudited consolidated financial statements.
4
PORTER BANCORP, INC.
Unaudited Consolidated Statements of Cash Flows
For Three Months Ended March 31, 2011 and 2010
(dollars in thousands)
2011
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2010
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|||||||
Cash flows from operating activities | ||||||||
Net income
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$ | 799 | $ | 3,256 | ||||
Adjustments to reconcile net income to | ||||||||
net cash from operating activities | ||||||||
Depreciation and amortization
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610 | 844 | ||||||
Provision for loan losses
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5,100 | 3,000 | ||||||
Net amortization (accretion) on securities
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321 | (226 | ) | |||||
Stock-based compensation expense
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118 | 99 | ||||||
Deferred income taxes
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238 | 1,177 | ||||||
Net gain on loans originated for sale
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(221 | ) | (91 | ) | ||||
Loans originated for sale
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(7,188 | ) | (6,182 | ) | ||||
Proceeds from sales of loans originated for sale
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7,234 | 5,588 | ||||||
Net gain on sales of investment securities
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(83 | ) | (57 | ) | ||||
Net (gain) loss on sales of other real estate owned
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391 | (1 | ) | |||||
Net write-down of other real estate owned
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486 | 240 | ||||||
Earnings on bank owned life insurance
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(70 | ) | (70 | ) | ||||
Net change in accrued interest receivable and other assets
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1,130 | 1,338 | ||||||
Net change in accrued interest payable and other liabilities
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(1,169 | ) | (1,707 | ) | ||||
Net cash from operating activities
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7,696 | 7,208 | ||||||
Cash flows from investing activities | ||||||||
Purchases of available-for-sale securities
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(66,641 | ) | (23,105 | ) | ||||
Sales and calls of available-for-sale securities
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2,894 | 8,163 | ||||||
Maturities and prepayments of available-for-sale securities
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6,773 | 6,832 | ||||||
Proceeds from sale of other real estate owned
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624 | 878 | ||||||
Improvements to other real estate owned
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(1,037 | ) | (338 | ) | ||||
Loan originations and payments, net
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12,951 | 3,582 | ||||||
Purchases of premises and equipment, net
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(42 | ) | (35 | ) | ||||
Net cash from investing activities
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(44,478 | ) | (4,023 | ) | ||||
Cash flows from financing activities | ||||||||
Net change in deposits
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14,655 | (45,056 | ) | |||||
Net change in federal funds purchased and repurchase agreements
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(187 | ) | 78 | |||||
Repayment of Federal Home Loan Bank advances
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(458 | ) | (35,695 | ) | ||||
Cash dividends paid on preferred stock
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(441 | ) | (438 | ) | ||||
Cash dividends paid on common stock
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(119 | ) | (1,765 | ) | ||||
Net cash from financing activities
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13,450 | (82,876 | ) | |||||
Net change in cash and cash equivalents
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(23,332 | ) | (79,691 | ) | ||||
Beginning cash and cash equivalents
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185,435 | 172,173 | ||||||
Ending cash and cash equivalents
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$ | 162,103 | $ | 92,482 | ||||
Supplemental cash flow information: | ||||||||
Interest paid
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$ | 5,861 | $ | 8,744 | ||||
Income taxes paid | — | — | ||||||
Supplemental non-cash disclosure: | ||||||||
Transfer from loans to other real estate
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$ | 8,812 | $ | 52,214 | ||||
Financed sales of other real estate owned
|
2,041 | 6,295 |
See accompanying notes to unaudited consolidated financial statements.
5
PORTER BANCORP, INC.
Notes to Unaudited Consolidated Financial Statements
Note 1 – Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation – The consolidated financial statements include Porter Bancorp, Inc. (Company or PBI) and its wholly-owned subsidiary, PBI Bank (Bank). All significant inter-company transactions and accounts have been eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the entire year. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 2010 included in the Company’s Annual Report on Form 10-K.
Use of Estimates – To prepare financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments, goodwill and other intangibles, and fair values of other real estate owned are particularly subject to change.
Reclassifications – Some items in the prior year financial statements were reclassified to conform to the current presentation.
New Accounting Standards
In January 2011, the FASB issued ASU No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” The provisions of ASU No. 2010-20 required the disclosure of more granular information on the nature and extent of troubled debt restructurings and their effect on the allowance for loan and lease losses effective for the Company’s reporting period ended March 31, 2011. The amendments in ASU No. 2011-01 defer the effective date related to these disclosures, enabling creditors to provide such disclosures after the FASB completes their project clarifying the guidance for determining what constitutes a troubled debt restructuring. As the provisions of this ASU only defer the effective date of the disclosure requirements related to troubled debt restructurings, the adoption of this ASU will have no impact on the Company’s statements of income and condition.
In April 2011, the FASB issued ASU No. 2011-02, ‘A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” The provisions of ASU No. 2011-02 provide additional guidance related to determining whether a creditor has granted a concession, include factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant, prohibit creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower, and add factors for creditors to use in determining whether a borrower is experiencing financial difficulties. A provision in ASU no. 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU No. 2010-20. The provisions of ASU No. 2011-02 are effective for the Company’s reporting period ending September 30, 2011. The adoption of ASU No. 2011-02 is not expected to have a material impact on the Company’s statements of income and condition.
6
Note 2 – Stock Plans and Stock Based Compensation
The Company has a stock option plan and a stock incentive plan. On February 23, 2006, the Company adopted the Porter Bancorp, Inc. 2006 Stock Incentive Plan. The 2006 Plan permits the issuance of up to 400,000 shares of the Company’s common stock upon the exercise of stock options or upon the grant of stock awards. As of March 31, 2011, the Company had granted outstanding options to purchase 13,324 shares. The Company also had granted 121,251 unvested shares net of forfeitures and vesting. The Company has 194,798 shares remaining available for issue under the plan. All shares issued under the above mentioned plans came from authorized and unissued shares.
On May 15, 2006, the board of directors approved the Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan, which was approved by holders of the Company’s voting common stock on June 8, 2006. On May 22, 2008, shareholders voted to amend the plan to change the form of incentive award from stock options to unvested shares. Under the terms of the plan, 100,000 shares are reserved for issuance to non-employee directors upon the exercise of stock options or upon the grant of unvested stock awards granted under the plan. Prior to the amendment, options were granted automatically under the plan at fair market value on the date of grant. The options vest over a three-year period and have a five year term. Unvested shares are granted automatically under the plan at fair market value on the date of grant and vest semi-annually on the anniversary date of the grant over three years. To date, the Company has granted options to purchase 45,155 shares and issued 3,651 unvested shares to non-employee directors. At March 31, 2011, 47,300 shares remain available for issue under this plan.
All stock options have an exercise price that is equal to or greater than the fair market value of the Company’s stock on the date the options were granted. Options granted generally become fully exercisable at the end of three years of continued employment. Options have a life of five years.
The following table summarizes stock option activity:
Three Months Ended | Twelve Months Ended | |||||||||||||||
March 31, 2011
|
December 31, 2010
|
|||||||||||||||
Weighted |
Weighted
|
|||||||||||||||
Average |
Average
|
|||||||||||||||
Exercise |
Exercise
|
|||||||||||||||
Options
|
Price
|
Options
|
Price
|
|||||||||||||
Outstanding, beginning
|
86,469 | $ | 20.72 | 312,227 | $ | 21.80 | ||||||||||
Forfeited
|
(291 | ) | 22.03 | (16,797 | ) | 21.55 | ||||||||||
Expired
|
(27,699 | ) | 22.03 | (208,961 | ) | 22.27 | ||||||||||
Outstanding, ending
|
58,479 | $ | 20.09 | 86,469 | $ | 20.72 |
The following table details stock options outstanding:
|
March 31, 2011
|
|||
Stock options vested and currently exercisable:
|
58,479 | |||
Weighted average exercise price
|
$ | 20.09 | ||
Aggregate intrinsic value
|
$ | 0 | ||
Weighted average remaining life (in years)
|
0.9 | |||
Total Options Outstanding:
|
58,479 | |||
Aggregate intrinsic value
|
$ | 0 | ||
Weighted average remaining life (in years)
|
0.9 |
7
The intrinsic value of stock options is calculated based on the exercise price of the underlying awards and the market price of our common stock as of the reporting date. The intrinsic value of the vested and expected to vest stock options is $0 at March 31, 2011. There were no options exercised during the first three months of 2011. The Company recorded no stock option compensation expense during the three months ended March 31, 2011. No options were modified during the period. As of March 31, 2011, no stock options issued by the Company have been exercised.
From time-to-time the Company issues unvested shares to employees and non-employee directors. The shares vest either semi-annually or annually over three to ten years on the anniversary date of the issuance date provided the employee or director continues in such capacity at the vesting date. No unvested shares were issued the three months ended March 31, 2011. The Company recorded $118,000 of stock-based compensation during the first quarter of 2011 to salaries and employee benefits. A deferred tax benefit of $41,000 was recognized related to this expense.
The following table summarizes unvested share activity as of and for the periods indicated:
Three Months Ended |
Twelve Months Ended
|
|||||||||||||||
March 31, 2011 |
December 31, 2010
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Grant
|
Grant
|
|||||||||||||||
Shares |
Price
|
Shares
|
Price
|
|||||||||||||
Outstanding, beginning
|
157,697 | $ | 13.43 | 119,598 | $ | 15.00 | ||||||||||
Granted
|
— | — | 72,655 | 11.11 | ||||||||||||
Vested
|
(26,909 | ) | 12.25 | (24,505 | ) | 14.46 | ||||||||||
Forfeited
|
(5,886 | ) | 14.08 | (10,051 | ) | 12.78 | ||||||||||
Outstanding, ending
|
124,902 | $ | 13.65 | 157,697 | $ | 13.43 |
Unrecognized stock based compensation expense related to stock options and unvested shares for the remainder of 2011 and beyond is estimated as follows (in thousands):
April 2011 – December 2011
|
$ | 355 | ||
2012
|
463 | |||
2013
|
377 | |||
2014
|
264 | |||
2015 & thereafter
|
169 |
8
Note 3 - Securities
The fair value of available for sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
(in thousands) | ||||||||||||||||
March 31, 2011
|
||||||||||||||||
U.S. Government and federal agency
|
$ | 10,595 | $ | 60 | $ | — | $ | 10,655 | ||||||||
Agency mortgage-backed: residential
|
109,491 | 1,438 | (375 | ) | 110,554 | |||||||||||
State and municipal
|
30,427 | 1,315 | (2 | ) | 31,740 | |||||||||||
Corporate bonds
|
7,249 | 579 | (23 | ) | 7,805 | |||||||||||
Other
|
572 | — | — | 572 | ||||||||||||
Total debt securities
|
158,334 | 3,392 | (400 | ) | 161,326 | |||||||||||
Equity
|
1,400 | 311 | (5 | ) | 1,706 | |||||||||||
Total
|
$ | 159,734 | $ | 3,703 | $ | (405 | ) | $ | 163,032 |
December 31, 2010
|
||||||||||||||||
U.S. Government and federal agency
|
$ | 5,973 | $ | 37 | $ | — | $ | 6,010 | ||||||||
Agency mortgage-backed: residential
|
60,270 | 1,590 | (5 | ) | 61,855 | |||||||||||
State and municipal
|
26,039 | 995 | (32 | ) | 27,002 | |||||||||||
Corporate bonds
|
8,744 | 507 | (32 | ) | 9,219 | |||||||||||
Other
|
572 | — | — | 572 | ||||||||||||
Total debt securities
|
101,598 | 3,129 | (69 | ) | 104,658 | |||||||||||
Equity
|
1,400 | 254 | (3 | ) | 1,651 | |||||||||||
Total
|
$ | 102,998 | $ | 3,383 | $ | (72 | ) | $ | 106,309 |
Sales and calls of available for sale securities were as follows:
Three Months Ended | ||||||||
March 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Proceeds
|
$ | 2,894 | $ | 8,163 | ||||
Gross gains
|
83 | 256 | ||||||
Gross losses
|
— | (199 | ) |
The amortized cost and fair value of the debt investment securities portfolio are shown by contractual maturity. Contractual maturities may differ from actual maturities if issuers have the right to call or prepay obligations with or without call or prepayment penalties.
March 31, 2011
|
||||||||
Amortized
Cost
|
Fair
Value
|
|||||||
(in thousands)
|
||||||||
Maturity | ||||||||
Available-for-sale | ||||||||
Within one year
|
$ | 1,725 | $ | 1,751 | ||||
One to five years
|
14,640 | 15,404 | ||||||
Five to ten years
|
30,158 | 31,255 | ||||||
Beyond ten years |
2,320
|
2,362
|
||||||
Mortgage-backed
|
109,491
|
110,554
|
||||||
Total | $ |
158,334
|
$ | 161,326 |
9
Securities pledged at March 31, 2011 and December 31, 2010 had carrying values of approximately $73.8 million and $73.1 million, respectively, and were pledged to secure public deposits, repurchase agreements, and Federal Home Loan Bank advances.
The Company evaluates securities for OTTI at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, underlying credit quality of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the sector or industry trends and cycles affecting the issuer, and the results of reviews of the issuer’s financial condition. Management currently intends to hold all securities with unrealized losses until recovery, which for fixed income securities may be at maturity.
At March 31, 2011, the Company held 41 equity securities. Of these securities, 2 had unrealized losses of $1,500 and had been in an unrealized loss position for less than twelve months and 3 had an unrealized loss of $3,400 and had been in an unrealized loss position for more than twelve months. Management monitors the underlying financial condition of the issuers and current market pricing for these equity securities monthly. As of March 31, 2011, management does not believe any securities in our portfolio with unrealized losses should be classified as other than temporarily impaired.
Securities with unrealized losses at March 31, 2011 and December 31, 2010, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:
Less than 12 Months
|
12 Months or More
|
Total
|
||||||||||||||||||||||
Description of Securities
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
Fair
Value
|
Unrealized
Loss
|
||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
March 31, 2011
|
||||||||||||||||||||||||
Agency mortgage-backed: residential
|
$ | 38,501 | $ | (375 | ) | $ | — | $ | — | $ | 38,501 | $ | (375 | ) | ||||||||||
State and municipal
|
1,137 | (2 | ) | — | — | 1,137 | (2 | ) | ||||||||||||||||
Corporate bonds
|
1,004 | (23 | ) | — | — | 1,004 | (23 | ) | ||||||||||||||||
Equity
|
27 | (2 | ) | 19 | (3 | ) | 46 | (5 | ) | |||||||||||||||
Total temporarily impaired
|
$ | 40,669 | $ | (402 | ) | $ | 19 | $ | (3 | ) | $ | 40,688 | $ | (405 | ) | |||||||||
December 31, 2010
|
||||||||||||||||||||||||
State and municipal
|
$ | 3,119 | $ | (32 | ) | $ | — | $ | — | $ | 3,119 | $ | (32 | ) | ||||||||||
Agency mortgage-backed: residential
|
1,060 | (5 | ) | — | — | 1,060 | (5 | ) | ||||||||||||||||
Corporate bonds
|
995 | (32 | ) | — | — | 995 | (32 | ) | ||||||||||||||||
Equity
|
27 | (1 | ) | 74 | (2 | ) | 101 | (3 | ) | |||||||||||||||
Total temporarily impaired
|
$ | 5,201 | $ | (70 | ) | $ | 74 | $ | (2 | ) | $ | 5,275 | $ | (72 | ) |
10
Note 4 – Loans
Loans were as follows:
March 31,
2011
|
December 31,
2010
|
|||||||
(in thousands)
|
||||||||
Commercial
|
$ | 76,521 | $ | 90,290 | ||||
Commercial Real Estate: | ||||||||
Construction
|
175,805 | 199,524 | ||||||
Farmland
|
86,161 | 85,523 | ||||||
Other
|
458,278 | 441,844 | ||||||
Residential Real Estate: | ||||||||
Multi-family
|
75,283 | 74,919 | ||||||
Other
|
349,247 | 353,418 | ||||||
Consumer
|
30,758 | 31,913 | ||||||
Agriculture
|
24,158 | 24,177 | ||||||
Other
|
956 | 1,060 | ||||||
Subtotal
|
1,277,167 | 1,302,668 | ||||||
Less: Allowance for loan losses
|
(33,599 | ) | (34,285 | ) | ||||
Loans, net
|
$ | 1,243,568 | $ | 1,268,383 |
Activity in the allowance for loan losses was as follows:
For the Three Months Ended
|
||||||||
March 31,
2011
|
March 31,
2010
|
|||||||
(in thousands)
|
||||||||
Beginning balance
|
$ | 34,285 | $ | 26,392 | ||||
Provision for loan losses
|
5,100 | 3,000 | ||||||
Loans charged-off
|
(5,867 | ) | (2,906 | ) | ||||
Loan recoveries
|
81 | 57 | ||||||
Ending balance
|
$ | 33,599 | $ | 26,543 |
The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2011:
Commercial
|
Commercial
Real Estate
|
Residential
Real Estate
|
Consumer
|
Agriculture
|
Other
|
Total
|
||||||||||||||||||||||
Beginning balance
|
$ | 2,147 | $ | 24,075 | $ | 7,224 | $ | 701 | $ | 134 | $ | 4 | $ | 34,285 | ||||||||||||||
Provision for loan losses
|
(106 | ) | 3,457 | 1,618 | 122 | 5 | 4 | 5,100 | ||||||||||||||||||||
Loans charged off
|
(79 | ) | (4,141 | ) | (1,434 | ) | (213 | ) | – | – | (5,867 | ) | ||||||||||||||||
Recoveries
|
12 | 5 | 43 | 21 | – | – | 81 | |||||||||||||||||||||
Ending balance
|
$ | 1,974 | $ | 23,396 | $ | 7,451 | $ | 631 | $ | 139 | $ | 8 | $ | 33,599 |
11
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of March 31, 2011:
Commercial
|
Commercial
Real Estate
|
Residential
Real Estate
|
Consumer
|
Agriculture
|
Other
|
Total
|
||||||||||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||||||||||
Ending allowance balance attributable to loans:
|
||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 57 | $ | 4,660 | $ | — | $ | — | $ | — | $ | — | $ | 4,717 | ||||||||||||||
Collectively evaluated for impairment
|
1,917 | 18,736 | 7,451 | 631 | 139 | 8 | 28,882 | |||||||||||||||||||||
Total ending allowance balance
|
$ | 1,974 | $ | 23,396 | $ | 7,451 | $ | 631 | $ | 139 | $ | 8 | $ | 33,599 | ||||||||||||||
Loans:
|
||||||||||||||||||||||||||||
Loans individually evaluated for impairment
|
$ | 3,475 | $ | 60,246 | $ | 10,629 | $ | — | $ | 86 | $ | — | $ | 74,436 | ||||||||||||||
Loans collectively evaluated for impairment
|
73,046 | 659,998 | 413,901 | 30,758 | 24,072 | 956 | 1,202,731 | |||||||||||||||||||||
Total ending loans balance
|
$ | 76,521 | $ | 720,244 | $ | 424,530 | $ | 30,758 | $ | 24,158 | $ | 956 | $ | 1,277,167 |
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of December 31, 2010:
Commercial
|
Commercial
Real Estate
|
Residential
Real Estate
|
Consumer
|
Agriculture
|
Other
|
Total
|
||||||||||||||||||||||
Allowance for loan losses:
|
||||||||||||||||||||||||||||
Ending allowance balance attributable to loans:
|
||||||||||||||||||||||||||||
Individually evaluated for impairment
|
$ | 23 | $ | 5,096 | $ | — | $ | — | $ | — | $ | — | $ | 5,119 | ||||||||||||||
Collectively evaluated for impairment
|
2,124 | 18,979 | 7,224 | 701 | 134 | 4 | 29,166 | |||||||||||||||||||||
Total ending allowance balance
|
$ | 2,147 | $ | 24,075 | $ | 7,224 | $ | 701 | $ | 134 | $ | 4 | $ | 34,285 | ||||||||||||||
Loans:
|
||||||||||||||||||||||||||||
Loans individually evaluated for impairment
|
$ | 3,673 | $ | 51,223 | $ | 16,718 | $ | — | $ | 112 | $ | — | $ | 71,726 | ||||||||||||||
Loans collectively evaluated for impairment
|
86,617 | 675,668 | 411,619 | 31,913 | 24,065 | 1,060 | 1,230,942 | |||||||||||||||||||||
Total ending loans balance
|
$ | 90,290 | $ | 726,891 | $ | 428,337 | $ | 31,913 | $ | 24,177 | $ | 1,060 | $ | 1,302,668 |
12
Impaired loans were as follows:
March 31,
2011
|
December 31,
2010
|
|||||||
(in thousands) | ||||||||
Loans with no allocated allowance for loan losses
|
$ | 40,019 | $ | 41,885 | ||||
Loans with allocated allowance for loan losses
|
34,417 | 29,841 | ||||||
Total
|
$ | 74,436 | $ | 71,726 | ||||
Amount of the allowance for loan losses allocated
|
$ | 4,717 | $ | 5,119 |
Three Months
Ended
March 31,
2011
|
Year Ended
December 31,
2010
|
|||||||
Average of impaired loans during the period
|
$ | 73,081 | $ | 69,167 | ||||
Interest income recognized during impairment
|
338 | 1,358 | ||||||
Cash basis interest income recognized
|
87 | 115 |
Impaired loans include restructured loans and commercial, construction, agriculture, and commercial real estate loans on non-accrual or classified as doubtful, whereby collection of the total amount is improbable, or loss, whereby all or a portion of the loan has been written off or a specific allowance for loss had been provided.
The following table presents information related to loans individually evaluated for impairment by class of loans as of and for the three months ended March 31, 2011:
Unpaid
Principal
Balance
|
Recorded
Investment
|
Allowance
For Loan
Losses
Allocated
|
Average
Recorded
Investment
|
Interest
Income
Recognized
|
Cash Basis
Interest
Recognized
|
|||||||||||||||||||
(in thousands)
|
||||||||||||||||||||||||
With No Related Allowance Recorded: | ||||||||||||||||||||||||
Commercial
|
$ | 2,370 | $ | 2,334 | $ | — | $ | 2,428 | $ | 22 | $ | 8 | ||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Construction
|
3,901 | 3,901 | — | 6,917 | 11 | 3 | ||||||||||||||||||
Farmland
|
6,754 | 6,754 | — | 6,750 | 86 | 7 | ||||||||||||||||||
Other
|
19,435 | 16,315 | — | 14,692 | 44 | 14 | ||||||||||||||||||
Residential real estate:
|
||||||||||||||||||||||||
Multi-family
|
3,912 | 3,912 | — | 3,920 | 46 | — | ||||||||||||||||||
Other
|
7,810 | 6,717 | — | 9,753 | 76 | 2 | ||||||||||||||||||
Consumer
|
— | — | — | — | — | — | ||||||||||||||||||
Agriculture
|
86 | 86 | — | 99 | — | — | ||||||||||||||||||
Other
|
— | — | — | — | — | — | ||||||||||||||||||
With An Allowance Recorded: | ||||||||||||||||||||||||
Commercial
|
1,141 | 1,141 | 57 | 1,145 | 24 | 24 | ||||||||||||||||||
Commercial real estate:
|
||||||||||||||||||||||||
Construction
|
6,105 | 5,633 | 796 | 4,807 | — | — | ||||||||||||||||||
Farmland
|
1,234 | 1,234 | 90 | 1,234 | — | — | ||||||||||||||||||
Other
|
28,361 | 26,409 | 3,774 | 21,336 | 29 | 29 | ||||||||||||||||||
Residential real estate:
|
||||||||||||||||||||||||
Multi-family
|
— | — | — | — | — | — | ||||||||||||||||||
Other
|
— | — | — | — | — | — | ||||||||||||||||||
Consumer
|
— | — | — | — | — | — | ||||||||||||||||||
Agriculture
|
— | — | — | — | — | — | ||||||||||||||||||
Other
|
— | — | — | — | — | — | ||||||||||||||||||
Total
|
$ | 81,109 | $ | 74,436 | $ | 4,717 | $ | 73,081 | $ | 338 | $ | 87 |
13
The following table presents loans individually evaluated for impairment by class of loan as of December 31, 2010:
Unpaid
Principal
Balance
|
Recorded
Investment
|
Allowance
For Loan
Losses
Allocated
|
||||||||||
(in thousands)
|
||||||||||||
With No Related Allowance Recorded:
|
||||||||||||
Commercial
|
$ | 2,559 | $ | 2,523 | $ | — | ||||||
Commercial real estate:
|
||||||||||||
Construction
|
3,269 | 3,268 | — | |||||||||
Farmland
|
6,745 | 6,746 | — | |||||||||
Other
|
12,662 | 12,518 | — | |||||||||
Residential real estate:
|
||||||||||||
Multi-family
|
3,929 | 3,929 | — | |||||||||
Other
|
13,303 | 12,789 | — | |||||||||
Consumer
|
— | — | — | |||||||||
Agriculture
|
119 | 112 | — | |||||||||
Other
|
— | — | — | |||||||||
With An Allowance Recorded:
|
||||||||||||
Commercial
|
1,150 | 1,150 | 23 | |||||||||
Commercial real estate:
|
||||||||||||
Construction
|
13,314 | 10,645 | 1,923 | |||||||||
Farmland
|
1,234 | 1,234 | 89 | |||||||||
Other
|
16,912 |