Attached files
file | filename |
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EX-32 - EXHIBIT 32 - METRO BANCORP, INC. | exhibit32certificationofco.htm |
EX-11 - EXHIBIT 11 - METRO BANCORP, INC. | exhibit11computationofneti.htm |
EX-31.1 - EXHIBIT 31.1 - METRO BANCORP, INC. | exhibit311certificationofc.htm |
EX-31.2 - EXHIBIT 31.2 - METRO BANCORP, INC. | exhibit312certificationofc.htm |
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 | June 30, 2011 |
[ ] | 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: | 000-50961 |
METRO BANCORP, INC. | ||
(Exact name of registrant as specified in its charter) |
Pennsylvania | 25-1834776 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
3801 Paxton Street, Harrisburg, PA | 17111 | |
(Address of principal executive offices) | (Zip Code) |
800-653-6104 |
(Registrant's telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer | Accelerated filer | X | |||
Non-accelerated filer | Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | No | X |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: | 13,957,134 Common shares outstanding at 7/31/2011 |
1
METRO BANCORP, INC.
INDEX
Page | ||
PART I. | FINANCIAL INFORMATION | |
Item 1. | Financial Statements | |
Consolidated Balance Sheets (Unaudited) | ||
June 30, 2011 and December 31, 2010 | ||
Consolidated Statements of Operations (Unaudited) | ||
Three months and six months ended June 30, 2011 and June 30, 2010 | ||
Consolidated Statements of Stockholders' Equity (Unaudited) | ||
Six months ended June 30, 2011 and June 30, 2010 | ||
Consolidated Statements of Cash Flows (Unaudited) | ||
Six months ended June 30, 2011 and June 30, 2010 | ||
Notes to the Interim Consolidated Financial Statements (Unaudited) | ||
Item 2. | Management's Discussion and Analysis of Financial Condition | |
and Results of Operations | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
Item 4. | Controls and Procedures | |
PART II. | OTHER INFORMATION | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | (Removed and Reserved) | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Metro Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts) | June 30, 2011 | December 31, 2010 | |||||
Assets | |||||||
Cash and due from banks | $ | 42,271 | $ | 32,858 | |||
Federal funds sold | 9,675 | — | |||||
Cash and cash equivalents | 51,946 | 32,858 | |||||
Securities, available for sale at fair value | 488,258 | 438,012 | |||||
Securities, held to maturity at cost (fair value 2011: $223,153; 2010: $224,202) | 225,386 | 227,576 | |||||
Loans, held for sale | 8,847 | 18,605 | |||||
Loans receivable, net of allowance for loan losses (allowance 2011: $21,723; 2010: $21,618) | 1,434,965 | 1,357,587 | |||||
Restricted investments in bank stock | 18,610 | 20,614 | |||||
Premises and equipment, net | 84,643 | 88,162 | |||||
Other assets | 74,351 | 51,058 | |||||
Total assets | $ | 2,387,006 | $ | 2,234,472 | |||
Liabilities and Stockholders' Equity | |||||||
Deposits: | |||||||
Noninterest-bearing | $ | 389,992 | $ | 340,956 | |||
Interest-bearing | 1,501,384 | 1,491,223 | |||||
Total deposits | 1,891,376 | 1,832,179 | |||||
Short-term borrowings | 160,000 | 140,475 | |||||
Long-term debt | 54,400 | 29,400 | |||||
Other liabilities | 64,168 | 27,067 | |||||
Total liabilities | 2,169,944 | 2,029,121 | |||||
Stockholders' Equity: | |||||||
Preferred stock - Series A noncumulative; $10.00 par value; | |||||||
(1,000,000 shares authorized; 40,000 shares issued and outstanding) | 400 | 400 | |||||
Common stock - $1.00 par value; 25,000,000 shares authorized; | |||||||
(issued and outstanding shares 2011: 13,926,440; 2010: 13,748,384) | 13,926 | 13,748 | |||||
Surplus | 153,935 | 151,545 | |||||
Retained earnings | 48,772 | 45,288 | |||||
Accumulated other comprehensive income (loss) | 29 | (5,630 | ) | ||||
Total stockholders' equity | 217,062 | 205,351 | |||||
Total liabilities and stockholders' equity | $ | 2,387,006 | $ | 2,234,472 |
See accompanying notes.
3
Metro Bancorp, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(in thousands, except per share amounts) | 2011 | 2010 | 2011 | 2010 | |||||||||||
Interest Income | |||||||||||||||
Loans receivable, including fees: | |||||||||||||||
Taxable | $ | 18,070 | $ | 17,589 | $ | 35,583 | $ | 35,126 | |||||||
Tax-exempt | 989 | 1,156 | 1,975 | 2,300 | |||||||||||
Securities: | |||||||||||||||
Taxable | 5,599 | 5,651 | 10,994 | 11,050 | |||||||||||
Tax-exempt | — | — | — | 14 | |||||||||||
Federal funds sold | 1 | — | 2 | 1 | |||||||||||
Total interest income | 24,659 | 24,396 | 48,554 | 48,491 | |||||||||||
Interest Expense | |||||||||||||||
Deposits | 2,990 | 3,358 | 5,987 | 7,025 | |||||||||||
Short-term borrowings | 127 | 121 | 337 | 187 | |||||||||||
Long-term debt | 725 | 933 | 1,396 | 1,862 | |||||||||||
Total interest expense | 3,842 | 4,412 | 7,720 | 9,074 | |||||||||||
Net interest income | 20,817 | 19,984 | 40,834 | 39,417 | |||||||||||
Provision for loan losses | 1,700 | 2,600 | 3,492 | 5,000 | |||||||||||
Net interest income after provision for loan losses | 19,117 | 17,384 | 37,342 | 34,417 | |||||||||||
Noninterest Income | |||||||||||||||
Service charges, fees and other operating income | 7,025 | 6,831 | 13,749 | 12,875 | |||||||||||
Gains on sales of loans | 1,137 | 133 | 2,335 | 327 | |||||||||||
Total fees and other income | 8,162 | 6,964 | 16,084 | 13,202 | |||||||||||
Other-than-temporary impairment losses | (315 | ) | (63 | ) | (315 | ) | (4,858 | ) | |||||||
Portion recognized in other comprehensive income (before taxes) | — | 60 | — | 3,942 | |||||||||||
Net impairment loss on investment securities | (315 | ) | (3 | ) | (315 | ) | (916 | ) | |||||||
Net gains on sales/calls of securities | 309 | 298 | 343 | 919 | |||||||||||
Total noninterest income | 8,156 | 7,259 | 16,112 | 13,205 | |||||||||||
Noninterest Expenses | |||||||||||||||
Salaries and employee benefits | 10,254 | 10,377 | 20,633 | 20,631 | |||||||||||
Occupancy | 2,219 | 2,151 | 4,681 | 4,436 | |||||||||||
Furniture and equipment | 1,536 | 1,404 | 2,871 | 2,548 | |||||||||||
Advertising and marketing | 350 | 610 | 749 | 1,442 | |||||||||||
Data processing | 3,832 | 3,396 | 7,227 | 6,536 | |||||||||||
Regulatory assessments and related fees | 856 | 1,045 | 1,941 | 2,214 | |||||||||||
Telephone | 834 | 872 | 1,706 | 1,795 | |||||||||||
Loan expense | 83 | 430 | 407 | 782 | |||||||||||
Foreclosed real estate | 18 | 381 | 1,070 | 949 | |||||||||||
Branding | 1,720 | — | 1,747 | — | |||||||||||
Consulting fees | 416 | 960 | 823 | 1,702 | |||||||||||
Other | 2,503 | 2,895 | 5,073 | 5,361 | |||||||||||
Total noninterest expenses | 24,621 | 24,521 | 48,928 | 48,396 | |||||||||||
Income (loss) before taxes | 2,652 | 122 | 4,526 | (774 | ) | ||||||||||
Provision (benefit) for federal income taxes | 660 | (238 | ) | 1,002 | (1,140 | ) | |||||||||
Net income | $ | 1,992 | $ | 360 | $ | 3,524 | $ | 366 | |||||||
Net Income per Common Share | |||||||||||||||
Basic | $ | 0.14 | $ | 0.02 | $ | 0.25 | $ | 0.02 | |||||||
Diluted | 0.14 | 0.02 | 0.25 | 0.02 | |||||||||||
Average Common and Common Equivalent Shares Outstanding | |||||||||||||||
Basic | 13,860 | 13,509 | 13,820 | 13,489 | |||||||||||
Diluted | 13,860 | 13,514 | 13,820 | 13,494 |
4
Metro Bancorp, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity (Unaudited)
(in thousands, except share amounts) | Preferred Stock | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||
January 1, 2010 | $ | 400 | $ | 13,448 | $ | 147,340 | $ | 49,705 | $ | (10,871 | ) | $ | 200,022 | |||||
Comprehensive income: | ||||||||||||||||||
Net income | — | — | — | 366 | — | 366 | ||||||||||||
Other comprehensive income, net of tax impact | — | — | — | — | 6,725 | 6,725 | ||||||||||||
Total comprehensive income | 7,091 | |||||||||||||||||
Dividends declared on preferred stock | — | — | — | (40 | ) | — | (40 | ) | ||||||||||
Common stock of 11,378 shares issued under stock option plans, including tax benefit of $25 | — | 12 | 91 | — | — | 103 | ||||||||||||
Common stock of 150 shares issued under employee stock purchase plan | — | — | 2 | — | — | 2 | ||||||||||||
Proceeds from issuance of 89,893 shares of common stock in connection with dividend reinvestment and stock purchase plan | — | 90 | 1,042 | — | — | 1,132 | ||||||||||||
Common stock share-based awards | — | — | 527 | — | — | 527 | ||||||||||||
June 30, 2010 | $ | 400 | $ | 13,550 | $ | 149,002 | $ | 50,031 | $ | (4,146 | ) | $ | 208,837 |
(in thousands, except share amounts) | Preferred Stock | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||||||
January 1, 2011 | $ | 400 | $ | 13,748 | $ | 151,545 | $ | 45,288 | $ | (5,630 | ) | $ | 205,351 | |||||
Comprehensive income: | ||||||||||||||||||
Net income | — | — | — | 3,524 | — | 3,524 | ||||||||||||
Other comprehensive income, net of tax impact | — | — | — | — | 5,659 | 5,659 | ||||||||||||
Total comprehensive income | 9,183 | |||||||||||||||||
Dividends declared on preferred stock | — | — | — | (40 | ) | — | (40 | ) | ||||||||||
Common stock of 50 shares issued under employee stock purchase plan | — | — | 1 | — | — | 1 | ||||||||||||
Proceeds from issuance of 178,006 shares of common stock in connection with dividend reinvestment and stock purchase plan | — | 178 | 1,845 | — | — | 2,023 | ||||||||||||
Common stock share-based awards | — | — | 544 | — | — | 544 | ||||||||||||
June 30, 2011 | $ | 400 | $ | 13,926 | $ | 153,935 | $ | 48,772 | $ | 29 | $ | 217,062 |
See accompanying notes.
5
Metro Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended | ||||||||
June 30, | ||||||||
(in thousands) | 2011 | 2010 | ||||||
Operating Activities | ||||||||
Net income | $ | 3,524 | $ | 366 | ||||
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ||||||||
Provision for loan losses | 3,492 | 5,000 | ||||||
Provision for depreciation and amortization | 3,287 | 3,040 | ||||||
Deferred income taxes (benefit) | (128 | ) | (1,528 | ) | ||||
Amortization of securities premiums and accretion of discounts (net) | 1,041 | 38 | ||||||
Gains on sales/calls of securities (net) | (343 | ) | (919 | ) | ||||
Other-than-temporary impairment losses on investment securities | 315 | 916 | ||||||
Proceeds from sales and transfers of SBA loans originated for sale | 12,063 | 7,885 | ||||||
Proceeds from sales of other loans originated for sale | 27,972 | 23,856 | ||||||
Loans originated for sale | (27,942 | ) | (42,252 | ) | ||||
Gains on sales of loans originated for sale | (2,335 | ) | (327 | ) | ||||
Loss on write-down on foreclosed real estate | 1,018 | 532 | ||||||
Gains on sales of foreclosed real estate (net) | (86 | ) | (14 | ) | ||||
Loss on disposal of equipment | 1,250 | 36 | ||||||
Stock-based compensation | 544 | 527 | ||||||
Amortization of deferred loan origination fees and costs (net) | 1,234 | 806 | ||||||
Decrease (increase) in other assets | 13,735 | 2,678 | ||||||
Increase (decrease) in other liabilities | (13,314 | ) | (6,686 | ) | ||||
Net cash provided (used) by operating activities | 25,327 | (6,046 | ) | |||||
Investing Activities | ||||||||
Securities available for sale: | ||||||||
Proceeds from principal repayments, calls and maturities | 28,215 | 73,671 | ||||||
Proceeds from sales | 86,765 | 44,315 | ||||||
Purchases | (155,733 | ) | (152,538 | ) | ||||
Securities held to maturity: | ||||||||
Proceeds from principal repayments, calls and maturities | 12,140 | 12,939 | ||||||
Purchases | — | (10,000 | ) | |||||
Proceeds from sales of foreclosed real estate | 1,693 | 973 | ||||||
Increase in loans receivable (net) | (86,010 | ) | (2,510 | ) | ||||
Redemption (purchase) of restricted investment in bank stock (net) | 2,004 | (65 | ) | |||||
Proceeds from sale of premises and equipment | 1 | 25 | ||||||
Purchases of premises and equipment | (1,019 | ) | (1,335 | ) | ||||
Net cash used by investing activities | (111,944 | ) | (34,525 | ) | ||||
Financing Activities | ||||||||
Increase in demand, interest checking, money market, and savings deposits (net) | 72,097 | 30,737 | ||||||
Decrease in time deposits (net) | (12,900 | ) | (11,844 | ) | ||||
Increase in short-term borrowings (net) | 19,525 | 26,325 | ||||||
Proceeds from long-term borrowings | 25,000 | — | ||||||
Proceeds from common stock options exercised | — | 78 | ||||||
Proceeds from dividend reinvestment and common stock purchase plan | 2,023 | 1,132 | ||||||
Tax benefit on exercise of stock options | — | 25 | ||||||
Cash dividends on preferred stock | (40 | ) | (40 | ) | ||||
Net cash provided by financing activities | 105,705 | 46,413 | ||||||
Increase in cash and cash equivalents | 19,088 | 5,842 | ||||||
Cash and cash equivalents at beginning of year | 32,858 | 40,264 | ||||||
Cash and cash equivalents at end of period | $ | 51,946 | $ | 46,106 | ||||
Supplementary cash flow information on noncash activities: | ||||||||
Transfer of loans to foreclosed assets | $ | 3,905 | $ | 1,177 | ||||
Trade date accounting settlements for investment sales | 38,534 | — | ||||||
Trade date accounting settlements for investment purchases | 50,415 | — |
See accompanying notes.
6
METRO BANCORP, INC. AND SUBSIDIARIES
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2011
(Unaudited)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidated Financial Statements
The consolidated balance sheet at December 31, 2010 has been derived from audited consolidated financial statements and the consolidated interim financial statements included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements were prepared in accordance with GAAP for interim financial statements and with instructions for Form 10-Q and Regulation S-X Section 210.10-01. Further information on the Company's accounting policies are available in Note 1 (Significant Accounting Policies) of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The accompanying consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented. Such adjustments are of a normal, recurring nature.
These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. Events occurring subsequent to the date of the balance sheet have been evaluated for potential recognition or disclosure in the consolidated financial statements. The results for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.
The consolidated financial statements include the accounts of Metro Bancorp, Inc. (the Company) and its consolidated subsidiaries including Metro Bank (Metro or the Bank). All material intercompany transactions have been eliminated. Certain amounts from the prior year have been reclassified to conform to the 2011 presentation. Such reclassifications had no impact on the Company's stockholders' equity or net income.
Use of Estimates
The financial statements are prepared in conformity with GAAP. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and require disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, impaired loans, the valuation of deferred tax assets, the valuation of securities available for sale and the determination of other-than-temporary impairment (OTTI) on the Bank's investment securities portfolio.
During the third quarter of 2010, as part of the quantitative analysis of the adequacy of the allowance for loan losses, management adjusted its calculation of probable loan losses based upon a much shorter and more recent period of actual historical losses. This was done as a result of the much higher level of loan charge-offs experienced by the Company over the past two years compared to previous years. The change in this estimate would have resulted in an additional $3.6 million of provision in the first six months of 2010. The impact to the net income after taxes would have been a loss of $2.4 million and a decrease of $0.17 to earnings per share.
Note 2. STOCK-BASED COMPENSATION
The fair value of each stock option grant was established at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model used the following weighted-average assumptions for options granted during the six months ended June 30, 2011 and 2010, respectively: risk-free interest rates of 3.0% and 3.3%; volatility factors of the expected market price of the Company's common stock of .46 and .45; weighted-average expected lives of the options of 7.5 years for both June 30, 2011 and June 30, 2010; and no cash dividends. Using these assumptions, the weighted-average fair value of options granted for the six months ended June 30, 2011 and 2010 was $6.43 and $6.47 per option, respectively. In the first six months of 2011, the Company granted 239,350 options to purchase shares of the Company's stock at exercise prices ranging from $11.11 to $12.40 per share.
The Company recorded stock-based compensation expense of approximately $544,000 and $527,000 during the six months ended June 30, 2011 and June 30, 2010, respectively. In accordance with Financial Accounting Standards Board (FASB) guidance on
7
stock-based payments, during the first quarters of 2011 and 2010 the Company reversed $165,000 and $200,000, respectively, of expense (that had been recorded in prior periods) as a result of the reconcilement of projected option forfeitures to actual option forfeitures for all stock options granted during the first quarters of 2007 and 2006, respectively.
Note 3. RECENT ACCOUNTING STANDARDS
In April 2011, the FASB issued guidance that clarifies whether a restructuring constitutes a concession and defines whether or not a debtor is experiencing financial difficulties. The effective date for this guidance for public companies is for interim and annual periods beginning on or after June 15, 2011 and applies retrospectively to restructurings occurring on or after the beginning of 2011. The adoption of this guidance will not have a material impact on our consolidated financial statements.
In May 2011, the FASB amended fair value measurement guidance to clarify the guidance for items such as: the application of the highest and best use concept to non-financial assets and liabilities; the application of fair value measurement to financial instruments classified in a reporting entity's stockholders' equity; and disclosure requirements regarding quantitative information about unobservable inputs used in the fair value measurements of level 3 assets. The update also creates an exception to fair value measurement guidance for entities which carry financial instruments within a portfolio or group, under which the entity is now permitted to base the price used for fair valuation upon a price that would be received to sell the net asset position or transfer a net liability position in an orderly transaction. In addition, the update allows for the application of premiums and discounts in a fair value measurement if the financial instrument is categorized in level 2 or 3 of the fair value hierarchy. Lastly, the updated standard contains new disclosure requirements regarding fair value amounts categorized as level 3 in the fair value hierarchy such as: disclosure of the valuation process used; effects of and relationships between unobservable inputs; usage of nonfinancial assets for purposes other than their highest and best use when that is the basis of the disclosed fair value; and categorization by level of items disclosed at fair value, but not measured at fair value for financial statement purposes. The effective date of this update for public entities, is for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.
In June 2011, the FASB updated the guidance on Comprehensive Income. The update prohibits the presentation of the components of comprehensive income in the statements of stockholders' equity. Reporting entities are allowed to present either: a statement of comprehensive income, which reports both net income and other comprehensive income; or separate statements of net income and other comprehensive income. Under previous GAAP, all three presentations were acceptable. Regardless of the presentation selected, the Company will be required to present all reclassifications between other comprehensive and net income on the face of the new statement or statements. The provisions of this update are effective for fiscal years and interim periods beginning after December 31, 2011 for public entities. Early adoption is permitted. The adoption of this guidance will not have a material impact on our consolidated financial statements.
Note 4. COMMITMENTS AND CONTINGENCIES
The Company is subject to certain routine legal proceedings and claims arising in the ordinary course of business. It is management's opinion that the ultimate resolution of these claims will not have a material adverse effect on the Company's financial position and results of operations.
In the normal course of business, there are various outstanding commitments to extend credit, such as letters of credit and unadvanced loan commitments. At June 30, 2011, the Company had $369.9 million in unused commitments. Management does not anticipate any material losses as a result of these transactions.
8
Aggregate Contractual Obligations
The following table represents our on-and-off balance sheet aggregate contractual obligations to make future payments as of June 30, 2011:
June 30, 2011 | |||||||||||||||||||
(in thousands) | Less than 1 Year | 1 to 3 Years | 3 to 5 Years | Over 5 Years | Total | ||||||||||||||
Time deposits | $ | 177,530 | $ | 65,703 | $ | 14,521 | $ | — | $ | 257,754 | |||||||||
Long-term debt | — | 25,000 | — | 29,400 | 54,400 | ||||||||||||||
Fiserv obligation | 7,307 | 15,907 | 13,110 | — | 36,324 | ||||||||||||||
Operating leases | 2,522 | 4,561 | 4,265 | 20,944 | 32,292 | ||||||||||||||
Sponsorship obligation | 393 | 677 | 677 | 677 | 2,424 | ||||||||||||||
Total | $ | 187,752 | $ | 111,848 | $ | 32,573 | $ | 51,021 | $ | 383,194 |
During 2011, the Company entered into a new debt agreement that consisted of one $25.0 million FHLB advance bearing interest at 1.01%, due March 18, 2013.
Future Facilities
The Company has purchased the land at the corner of Carlisle Road and Alta Vista Road in Dover Township, York County, Pennsylvania. The Company plans to construct a full-service store on this property to be opened in the future.
The Company has entered into a land lease for the premises located at 2121 Lincoln Highway East, East Lampeter Township, Lancaster County, Pennsylvania. The Company plans to construct a full-service store on this property to be opened in the future.
The Company has purchased land at 105 N. George Street, York City, York County, Pennsylvania. The Company plans to open a store on this property to be opened in the future.
Note 5. OTHER COMPREHENSIVE INCOME
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale (AFS) securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income are components of comprehensive income. The only other comprehensive income items that the Company presently has are net unrealized gains on securities available for sale and unrealized losses for noncredit-related impairment losses. The federal income tax effect allocated to the net unrealized gains (losses) are presented in the following table:
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
(in thousands) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Net unrealized holding gains arising during the period | $ | 6,209 | $ | 5,616 | $ | 9,835 | $ | 4,858 | ||||||||
Reclassification adjustment on securities | 360 | 650 | (1,260 | ) | 1,643 | |||||||||||
Noncredit related other-than-temporary impairment losses on securities not expected to be sold | — | 60 | — | 3,942 | ||||||||||||
Subtotal | 6,569 | 6,326 | 8,575 | 10,443 | ||||||||||||
Income tax impact | (2,234 | ) | (2,151 | ) | (2,916 | ) | (3,718 | ) | ||||||||
Other comprehensive income, net of tax impact | $ | 4,335 | $ | 4,175 | $ | 5,659 | $ | 6,725 |
Note 6. GUARANTEES
The Company does not issue any guarantees that would require liability recognition or disclosure, other than its standby letters of credit. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, when issued, letters of credit have expiration dates within two years. The credit risk associated with
9
letters of credit is essentially the same as that of traditional loan facilities. The Company generally requires collateral and/or personal guarantees to support these commitments. The Company had $33.6 million and $32.3 million of standby letters of credit at June 30, 2011 and December 31, 2010, respectively. Management believes that the proceeds obtained through a liquidation of collateral, the enforcement of guarantees and normal collection activities against the borrower would be sufficient to cover the potential amount of future payment required under the corresponding letters of credit. There was no current amount of liability at June 30, 2011 and December 31, 2010 under standby letters of credit issued.
Note 7. FAIR VALUE DISCLOSURE
The Company uses its best judgment in estimating the fair value of its financial instruments and certain nonfinancial assets; however, there are inherent weaknesses in any estimation technique due to assumptions that are susceptible to significant change. Therefore, for substantially all financial instruments and certain nonfinancial assets, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-ends and have not been reevaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments and certain nonfinancial assets subsequent to the respective reporting dates may be different than the amounts reported at each period-end.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following fair value hierarchy in selecting inputs with the highest priority given to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements):
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
As required, financial and certain nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company's financial assets that were measured at fair value on a recurring basis at June 30, 2011 by level within the fair value hierarchy:
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
(in thousands) | June 30, 2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
U.S. Government agency securities | $ | 21,647 | $ | — | $ | 21,647 | $ | — | |||||||
Residential mortgage-backed securities | 12,397 | — | 12,397 | — | |||||||||||
Agency collateralized mortgage obligations | 427,287 | — | 427,287 | — | |||||||||||
Private-label collateralized mortgage obligations | 26,927 | — | 26,927 | — | |||||||||||
Securities available for sale | $ | 488,258 | $ | — | $ | 488,258 | $ | — |
10
For financial assets measured at fair value on a recurring basis at December 31, 2010, the fair value measurements by level within the fair value hierarchy used were as follows:
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
(in thousands) | December 31, 2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
U.S. Government agency securities | $ | 21,409 | $ | — | $ | 21,409 | $ | — | |||||||
Residential mortgage-backed securities | 2,386 | — | 2,386 | — | |||||||||||
Agency collateralized mortgage obligations | 383,214 | — | 383,214 | — | |||||||||||
Private-label collateralized mortgage obligations | 31,003 | — | 31,003 | — | |||||||||||
Securities available for sale | $ | 438,012 | $ | — | $ | 438,012 | $ | — |
As of June 30, 2011 and December 31, 2010, the Company did not have any liabilities that were measured at fair value on a recurring basis.
Impaired Loans (Generally Carried at Fair Value)
Impaired loans are those that the Company has measured impairment of based on the fair value of the loan's collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value consists of the loan balances less any valuation allowance. The valuation allowance amount is calculated as the difference between the recorded investment in a loan and the present value of expected future cash flows or it is calculated based on collateral values if the loans are collateral dependent. The collateral values are further reduced by a discount factor specific to the nature of the collateral. At June 30, 2011 the fair value of four related impaired loans with allowance allocations totaled $7.7 million, net of a valuation allowance of $3.2 million. At December 31, 2010, the fair value of impaired loans with allowance allocations and their associated loan relationships totaled $10.4 million, net of a valuation allowance of $3.6 million. The Company's impaired loans are more fully discussed in Note 9.
Foreclosed Assets (Carried at Lower of Cost or Fair Value)
The fair value of real estate acquired through foreclosure was based on independent third party appraisals of the properties, less estimated selling costs. The carrying value of foreclosed assets, with valuation allowances recorded subsequent to initial foreclosure, was $3.6 million at June 30, 2011 and $4.8 million at December 31, 2010, which are net of valuation allowances of $1.0 million and $410,000 that were established in 2011 and 2010, respectively.
For assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used were as follows:
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
(in thousands) | June 30, 2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Impaired loans | $ | 7,652 | $ | — | $ | — | $ | 7,652 | |||||||
Foreclosed assets | 3,559 | — | — | 3,559 | |||||||||||
Total | $ | 11,211 | $ | — | $ | — | $ | 11,211 |
11
Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||
(in thousands) | December 31, 2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Impaired loans | $ | 10,444 | $ | — | $ | — | $ | 10,444 | |||||||
Foreclosed assets | 4,774 | — | — | 4,774 | |||||||||||
Total | $ | 15,218 | $ | — | $ | — | $ | 15,218 |
The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company's assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other companies may not be meaningful. The following valuation techniques were used to estimate the fair values of the Company's financial instruments at June 30, 2011 and December 31, 2010:
Cash and Cash Equivalents (Carried at Cost)
The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets' fair values.
Securities
The fair value of securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities' relationship to other benchmark prices.
Loans Held for Sale (Carried at Lower of Cost or Fair Value)
The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for the specific attributes of that loan. The Company did not write down any loans held for sale during the six months ended June 30, 2011 or the year ended December 31, 2010.
Loans Receivable (Carried at Cost)
The fair value of loans, excluding impaired loans with specific loan allowances, are estimated using discounted cash flow analysis, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.
Restricted Investments in Bank Stock (Carried at Cost)
The carrying amount of restricted investments in bank stock approximates fair value and considers the limited marketability of such securities. The restricted investments in bank stock consisted of Federal Home Loan Bank (FHLB) and Atlantic Central Bankers Bank (ACBB) stock at June 30, 2011 and December 31, 2010.
Accrued Interest Receivable and Payable (Carried at Cost)
The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.
Deposit Liabilities (Carried at Cost)
The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposits (CDs) are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.
12
Short-Term Borrowings (Carried at Cost)
The carrying amounts of short-term borrowings approximate their fair values.
Long-Term Debt (Carried at Cost)
Long-term debt was estimated using discounted cash flow analysis, based on quoted prices from a third party broker for new debt with similar characteristics, terms and remaining maturity. The price for the long-term debt was obtained in an inactive market where these types of instruments are not traded regularly.
Off-Balance Sheet Financial Instruments (Disclosed at Cost)
Fair values for the Company's off-balance sheet financial instruments (lending commitments and letters of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties' credit standing.
The estimated fair values of the Company's financial instruments were as follows at June 30, 2011 and December 31, 2010:
June 30, 2011 | December 31, 2010 | ||||||||||||||
(in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||
Financial assets: | |||||||||||||||
Cash and cash equivalents | $ | 51,946 | $ | 51,946 | $ | 32,858 | $ | 32,858 | |||||||
Securities | 713,644 | 711,411 | 665,588 | 662,214 | |||||||||||
Loans, net (including loans held for sale) | 1,443,812 | 1,424,907 | 1,376,192 | 1,358,509 | |||||||||||
Restricted investments in bank stock | 18,610 | 18,610 | 20,614 | 20,614 | |||||||||||
Accrued interest receivable | 7,686 | 7,686 | 7,347 | 7,347 | |||||||||||
Financial liabilities: | |||||||||||||||
Deposits | $ | 1,891,376 | $ | 1,894,285 | $ | 1,832,179 | $ | 1,835,782 | |||||||
Long-term debt | 54,400 | 44,153 | 29,400 | 18,431 | |||||||||||
Short-term borrowings | 160,000 | 160,000 | 140,475 | 140,475 | |||||||||||
Accrued interest payable | 595 | 595 | 669 | 669 | |||||||||||
Off-balance sheet instruments: | |||||||||||||||
Standby letters of credit | $ | — | $ | — | $ | — | $ | — | |||||||
Commitments to extend credit | — | — | — | — |
13
Note 8. SECURITIES
The amortized cost and fair value of securities are summarized in the following tables:
June 30, 2011 | |||||||||||||||
(in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Available for Sale: | |||||||||||||||
U.S. Government agency securities | $ | 22,500 | $ | — | $ | (853 | ) | $ | 21,647 | ||||||
Residential mortgage-backed securities | 12,407 | 19 | (29 | ) | 12,397 | ||||||||||
Agency collateralized mortgage obligations | 424,709 | 3,269 | (691 | ) | 427,287 | ||||||||||
Private-label collateralized mortgage obligations | 28,598 | 37 | (1,708 | ) | 26,927 | ||||||||||
Total | $ | 488,214 | $ | 3,325 | $ | (3,281 | ) | $ | 488,258 | ||||||
Held to Maturity: | |||||||||||||||
U.S. Government agency securities | $ | 140,000 | $ | — | $ | (5,465 | ) | $ | 134,535 | ||||||
Residential mortgage-backed securities | 42,890 | 2,773 | (227 | ) | 45,436 | ||||||||||
Agency collateralized mortgage obligations | 32,496 | 721 | (100 | ) | 33,117 | ||||||||||
Corporate debt securities | 10,000 | 65 | — | 10,065 | |||||||||||
Total | $ | 225,386 | $ | 3,559 | $ | (5,792 | ) | $ | 223,153 |
December 31, 2010 | |||||||||||||||
(in thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||
Available for Sale: | |||||||||||||||
U.S. Government agency securities | $ | 22,500 | $ | — | $ | (1,091 | ) | $ | 21,409 | ||||||
Residential mortgage-backed securities | 2,383 | 3 | — | 2,386 | |||||||||||
Agency collateralized mortgage obligations | 388,414 | 2,025 | (7,225 | ) | 383,214 | ||||||||||
Private-label collateralized mortgage obligations | 33,246 | — | (2,243 | ) | 31,003 | ||||||||||
Total | $ | 446,543 | $ | 2,028 | $ | (10,559 | ) | $ | 438,012 | ||||||
Held to Maturity: | |||||||||||||||
U.S. Government agency securities | $ | 140,000 | $ | — | $ | (6,408 | ) | $ | 133,592 | ||||||
Residential mortgage-backed securities | 48,497 | 2,727 | (311 | ) | 50,913 | ||||||||||
Agency collateralized mortgage obligations | 29,079 | 878 | (209 | ) | 29,748 | ||||||||||
Corporate debt securities | 10,000 | — | (51 | ) | 9,949 | ||||||||||
Total | $ | 227,576 | $ | 3,605 | $ | (6,979 | ) | $ | 224,202 |
14
The amortized cost and fair value of debt securities by contractual maturity at June 30, 2011 are shown in the following table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations.
Available for Sale | Held to Maturity | ||||||||||||||
(in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||
Due in one year or less | $ | — | $ | — | $ | — | $ | — | |||||||
Due after one year through five years | — | — | 10,000 | 10,065 | |||||||||||
Due after five years through ten years | — | — | 50,000 | 48,798 | |||||||||||
Due after ten years | 22,500 | 21,647 | 90,000 | 85,737 | |||||||||||
22,500 | 21,647 | 150,000 | 144,600 | ||||||||||||
Residential mortgage-backed securities | 12,407 | 12,397 | 42,890 | 45,436 | |||||||||||
Agency collateralized mortgage obligations | 424,709 | 427,287 | 32,496 | 33,117 | |||||||||||
Private-label collateralized mortgage obligations | 28,598 | 26,927 | — | — | |||||||||||
Total | $ | 488,214 | $ | 488,258 | $ | 225,386 | $ | 223,153 |
During the second quarter of 2011 the Company sold a total of two securities with a combined fair market value of $38.5 million and realized a net pretax gain of $309,000. Both securities sold had been classified as available for sale. During the second quarter of 2010, the Company sold three mortgage-backed securities (MBSs) with a fair market value of $19.9 million. All of the securities had been classified as available for sale and the Company realized a pretax gross gain of $298,000.
During the first six months of 2011, the Company sold a total of 12 securities with a combined fair market value of $125.3 million. All of the securities were U.S. agency collateralized mortgage obligations (CMOs), had been classified as available for sale and had a combined amortized cost of $125.0 million. The Company realized net pretax gains of $343,000 on the combined sales. During the first six months of 2010, the Company sold 15 MBSs with a fair market value of $44.9 million. All of the securities had been classified as available for sale and the Company realized a pretax gross gain of $919,000. The securities sold included 11 private-label MBSs with a fair market value of $21.7 million.
The Company does not maintain a trading portfolio and there were no transfers of securities between the AFS and held to maturity (HTM) portfolios. The Company uses the specific identification method to record security sales.
At June 30, 2011 securities with a carrying value of $438.5 million were pledged to secure public deposits and for other purposes as required or permitted by law.
The following table summarizes the Company's gains and losses on the sales of debt securities and credit losses recognized for the OTTI of investments:
(in thousands) | Gross Realized Gains | Gross Realized (Losses) | OTTI Credit Losses | Net Gains (Losses) | |||||||||||
Three Months Ended: | |||||||||||||||
June 30, 2011 | $ | 309 | $ | — | $ | (315 | ) | $ | (6 | ) | |||||
June 30, 2010 | 298 | — | (3 | ) | 295 | ||||||||||
Six Months Ended: | |||||||||||||||
June 30, 2011 | 976 | (633 | ) | (315 | ) | 28 | |||||||||
June 30, 2010 | 919 | — | (916 | ) | 3 |
In determining fair market values for its portfolio holdings, the Company has consistently relied upon a third-party provider. Under the current guidance, these values are considered Level 2 inputs, based upon matrix pricing and observed data from similar assets. They are not Level 1 direct quotes, nor do they reflect Level 3 inputs that would be derived from internal analysis or judgment. As the Company does not manage a trading portfolio and typically only sells from its AFS portfolio in order to manage interest rate risk or credit exposure, direct quotes, or street bids, are warranted on an as-needed basis only.
15
The following table shows the fair value and gross unrealized losses associated with the Company's investment portfolio, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
June 30, 2011 | |||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | |||||||||||||||||||||
(in thousands) | Fair Value | Unrealized (Losses) | Fair Value | Unrealized (Losses) | Fair Value | Unrealized (Losses) | |||||||||||||||||
Available for Sale: | |||||||||||||||||||||||
U.S. Government agency securities | $ | 21,647 | $ | (853 | ) | $ | — | $ | — | $ | 21,647 | $ | (853 | ) | |||||||||
Residential MBSs | 10,236 | (29 | ) | — | — | 10,236 | (29 | ) | |||||||||||||||
Agency CMOs | 147,919 | (691 | ) | — | — | 147,919 | (691 | ) | |||||||||||||||
Private-label CMOs | 2,092 | (45 | ) | 19,744 | (1,663 | ) | 21,836 | (1,708 | ) | ||||||||||||||
Total | $ | 181,894 | $ | (1,618 | ) | $ | 19,744 | $ | (1,663 | ) | $ | 201,638 | $ | (3,281 | ) | ||||||||
Held to Maturity: | |||||||||||||||||||||||
U.S. Government agency securities | $ | 134,535 | $ | (5,465 | ) | $ | — | $ | — | $ | 134,535 | $ | (5,465 | ) | |||||||||
Residential MBSs | 7,286 | (227 | ) | — | — | 7,286 | (227 | ) | |||||||||||||||
Agency CMOs | 5,706 | (100 | ) | — | — | 5,706 | (100 | ) | |||||||||||||||
Total | $ | 147,527 | $ | (5,792 | ) | $ | — | $ | — | $ | 147,527 | $ | (5,792 | ) | |||||||||
December 31, 2010 | |||||||||||||||||||||||
Less than 12 months | 12 months or more | Total | |||||||||||||||||||||
(in thousands) | Fair Value | Unrealized (Losses) | Fair Value | Unrealized (Losses) | Fair Value | Unrealized (Losses) | |||||||||||||||||
Available for Sale: | |||||||||||||||||||||||
U.S. Government agency securities | $ | 21,409 | $ | (1,091 | ) | $ | — | $ | — | $ | 21,409 | $ | (1,091 | ) | |||||||||
Agency CMOs | 261,330 | (7,216 | ) | 9,092 | (9 | ) | 270,422 | (7,225 | ) | ||||||||||||||
Private-label CMOs | 2,644 | (9 | ) | 28,359 | (2,234 | ) | 31,003 | (2,243 | ) | ||||||||||||||
Total | $ | 285,383 | $ | (8,316 | ) | $ | 37,451 | $ | (2,243 | ) | $ | 322,834 | $ | (10,559 | ) | ||||||||
Held to Maturity: | |||||||||||||||||||||||
U.S. Government agency securities | $ | 133,592 | $ | (6,408 | ) | $ | — | $ | — | $ | 133,592 | $ | (6,408 | ) | |||||||||
Residential MBSs | 7,287 | (311 | ) | — | — | 7,287 | (311 | ) | |||||||||||||||
Agency CMOs | 7,957 | (209 | ) | — | — | 7,957 | (209 | ) | |||||||||||||||
Corporate debt securities | 9,949 | (51 | ) | — | — | 9,949 | (51 | ) | |||||||||||||||
Total | $ | 158,785 | $ | (6,979 | ) | $ | — | $ | — | $ | 158,785 | $ | (6,979 | ) |
The Company's investment securities portfolio consists primarily of U.S. Government agency securities, U.S. Government sponsored agency mortgage-backed obligations and private-label CMOs. The securities of the U.S. Government sponsored agencies and the U.S. Government MBSs have little credit risk because their principal and interest payments are backed by an agency of the U.S. Government.
The unrealized losses in the Company's investment portfolio at June 30, 2011 were associated with two distinct types of securities. The first type, those backed by the U.S. Government or one of its agencies, includes nine agency debentures, four residential MBSs and 13 government agency sponsored CMOs. Management believes that the unrealized losses on these investments were primarily caused by the sharp rise in mid-term to long-term interest rates that occurred towards the end of 2010 and notes the contractual cash flows of those investments are guaranteed by an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company's investment. Because management believes the declines in fair value of these securities are attributable to changes in interest rates and not credit quality and because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider any of these investments to be other-than-temporarily impaired at June 30, 2011.
16
Private-label CMOs were the second type of security in the Company's investment portfolio with unrealized losses at June 30, 2011. Private-label CMOs are not backed by the full faith and credit of the U.S. Government nor are their principal and interest payments guaranteed. Historically, most private-label CMOs have carried a AAA bond rating on the underlying issuer, however, the subprime mortgage problems and the decline in the residential housing market in the U.S. in recent years have led to ratings downgrades and subsequent OTTI of many CMOs. As of June 30, 2011, Metro owned seven such non-agency CMO securities in its investment portfolio with unrealized losses and one non-agency CMO in an unrealized gain position. The total book value for all eight securities was $28.6 million. Management performs no less than quarterly assessments of these securities for OTTI to determine what, if any, portion of the impairment may be credit related. As part of this process, management asserts that (a) we do not have the intent to sell the securities and (b) it is more likely than not we will not be required to sell the securities before recovery of the Company's cost basis. This assertion is based, in part, upon the most recent liquidity analysis prepared for the Company's Asset/Liability Committee (ALCO) which indicates if the Company has sufficient excess funds to consider the potential purchase of investment securities and sufficient unused borrowing capacity available to meet any potential outflows. Furthermore, the Company knows of no contractual or regulatory obligations that would require these bonds to be sold.
Next, in order to bifurcate the impairment into its components, the Company uses the Bloomberg analytical service to analyze each individual security. The Company looks at the overall bond ratings as well as specific, underlying characteristics such as pool factor, weighted-average coupon, weighted-average maturity, weighted-average life, loan to value, delinquencies, credit score, prepayment speeds, geographic concentration, etc. Using reported data for prepayment speeds, default rates, loss severity rates and lag times, the Company analyzes each bond under a variety of scenarios. As the results may vary depending upon the historic time period analyzed, the Company uses this information for the purpose of managing the investment portfolio and its inherent risk. However, the Company reports its findings based upon the three month data points for Constant Prepayment Rate (CPR) speed, default rate and loss severity as it believes this time point best captures both current and historic trends. For management purposes, the Company also analyzes each bond using an assumed, projected default rate based upon each pool's most recent level of 90-day delinquencies, bankruptcies and foreclosed real estate. This projected analysis also assumes loss severity percentages subjectively assigned to each pool based upon credit ratings. When the analysis shows a bond to have no projected loss, there is considered to be no credit-related loss. When the analysis shows a bond to have a projected loss, a cash flow projection is created, including the projected loss, for the duration of the bond. This projection is then used to calculate the present value of the cash flows expected to be collected and compared to the amortized cost basis. The difference between these two figures is recognized as the amount of OTTI due to credit loss. The difference between the total impairment and this credit loss portion is determined to be the amount related to all other factors. The amount of impairment related to credit loss is to be recognized in current earnings while the amount of impairment related to all other factors is to be recognized in other comprehensive income. Using this method, the Company determined that during the first six months of 2011, a total of six private-label CMOs had losses attributable to credit from prior years and two private-label CMOs have never had losses attributable to credit. Of these six bonds with credit losses, one was no longer projected to be in a loss position as of June 30, 2011. Losses were projected for the remaining five bonds as of June 30, 2011, however, the present value of the cash flows for one of these bonds was greater than its carrying value so that no further write-down was required on it. The remaining four bonds had combined losses attributable to credit of $315,000 at June 30, 2011.
The tables below roll forward the cumulative life to date credit losses which have been recognized in earnings for the private-label CMOs previously mentioned for the three months ended June 30, 2011 and June 30, 2010:
Private-label CMOs | |||||||||||
(in thousands) | Available for Sale | Held to Maturity | Total | ||||||||
Cumulative OTTI credit losses at April 1, 2011 | $ | 2,625 | $ | — | $ | 2,625 | |||||
Additions for which OTTI was not previously recognized | — | — | — | ||||||||
Additional increases for OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis | 315 | — | 315 | ||||||||
Cumulative OTTI credit losses recognized for securities still held at June 30, 2011 | $ | 2,940 | $ | — | $ | 2,940 | |||||
17
Private-label CMOs | |||||||||||
(in thousands) | Available for Sale | Held to Maturity | Total | ||||||||
Cumulative OTTI credit losses at April 1, 2010 | $ | 3,251 | $ | 3 | $ | 3,254 | |||||
Additions for which OTTI was not previously recognized | 3 | — | 3 | ||||||||
Additional increases for OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis | — | — | — | ||||||||
Cumulative OTTI credit losses recognized for securities still held at June 30, 2010 | $ | 3,254 | $ | 3 | $ | 3,257 | |||||
The tables below roll forward the cumulative life to date credit losses which have been recognized in earnings for the private-label CMOs previously mentioned for the six months ended June 30, 2011 and June 30, 2010:
Private-label CMOs | |||||||||||
(in thousands) | Available for Sale | Held to Maturity | Total | ||||||||
Cumulative OTTI credit losses at January 1, 2011 | $ | 2,625 | $ | — | $ | 2,625 | |||||
Additions for which OTTI was not previously recognized | — | — | — | ||||||||
Additional increases for OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis | 315 | — | 315 | ||||||||
Cumulative OTTI credit losses recognized for securities still held at June 30, 2011 | $ | 2,940 | $ | — | $ | 2,940 | |||||
Private-label CMOs | |||||||||||
(in thousands) | Available for Sale | Held to Maturity | Total | ||||||||
Cumulative OTTI credit losses at January 1, 2010 | $ | 2,338 | $ | 3 | $ | 2,341 | |||||
Additions for which OTTI was not previously recognized | 650 | — | 650 | ||||||||
Additional increases for OTTI previously recognized when there is no intent to sell and no requirement to sell before recovery of amortized cost basis | 266 | — | 266 | ||||||||
Cumulative OTTI credit losses recognized for securities still held at June 30, 2010 | $ | 3,254 | $ | 3 | $ | 3,257 | |||||
Note 9. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
Loans receivable that management has the intent and ability to hold for the foreseeable future, or until maturity or payoff, are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs. Interest income is accrued on the unpaid principal balance. Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Company is generally amortizing these amounts over the contractual life of the loan or to the loan's call date. The Bank has a line of credit commitment from the FHLB and certain qualifying assets of the Bank collateralize the line including loans held at the Bank.
During the first quarter of 2011, certain types of loans were reclassified due to their purpose and overall risk characteristics. Therefore, certain loan balances as of December 31, 2010 balances were reclassified to conform to the 2011 presentation.
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A summary of loans receivable is as follows:
(in thousands) | June 30, 2011 | December 31, 2010 | |||||
Commercial and industrial | $ | 357,652 | $ | 337,398 | |||
Commercial tax-exempt | 83,711 | 85,863 | |||||
Owner occupied real estate | 269,637 | 241,553 | |||||
Commercial construction and land development | 122,308 | 112,094 | |||||
Commercial real estate | 341,961 | 313,194 | |||||
Residential | 80,481 | 81,124 | |||||
Consumer | 200,938 | 207,979 | |||||
1,456,688 | 1,379,205 | ||||||
Less: allowance for loan losses | 21,723 | 21,618 | |||||
Net loans receivable | $ | 1,434,965 | $ | 1,357,587 |
Generally, the Company's policy is to move a loan to nonaccrual status as soon as it becomes 90 days past due or when the Company does not believe it will collect all of its principal and interest payments. Typically commitments are canceled and no additional advances are made when a loan is placed on nonaccrual. In addition, when a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management's judgment as to the collectibility of principal. If a loan is substandard and accruing, interest is recognized as accrued. Once a loan is on nonaccrual status, it is not returned to accrual status unless the loan has been current for at least six consecutive months and the borrower and/or any guarantors demonstrate evidence of the ability to repay the loan. Under certain circumstances such as bankruptcy, if a loan is under collateralized, or if the borrower and/or guarantors do not show evidence of the ability to pay, the loan may be placed on nonaccrual status even though it is not past due by 90 days or more. Therefore, the nonaccrual loan balance of $45.5 million exceeds the balance of total loans that are 90 days past due of $29.6 million at June 30, 2011 as presented in the aging analysis.
The Company properly charges down loans based on the fair value of the collateral as determined by the current appraisal or other collateral valuations less any costs to sell before the properties are transferred to foreclosed real estate.
A loan is considered past due or delinquent if payment is not received on or before the due date. The following table summarizes nonperforming loans by loan type at June 30, 2011 and December 31, 2010:
(in thousands) | June 30, 2011 | December 31, 2010 | |||||
Nonaccrual loans: | |||||||
Commercial and industrial | $ | 19,312 | $ | 23,103 | |||
Commercial tax-exempt | — | — | |||||
Owner occupied real estate | 2,450 | 4,318 | |||||
Commercial construction and land development | 12,629 | 14,155 | |||||
Commercial real estate | 5,125 | 5,424 | |||||
Residential | 3,663 | 3,609 | |||||
Consumer | 2,310 | 1,579 | |||||
Total nonaccrual loans | 45,489 | 52,188 | |||||
Loans past due 90 days or more and still accruing | — | 650 | |||||
Renegotiated loan | — | 177 | |||||
Total nonperforming loans | $ | 45,489 | $ | 53,015 |
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The following tables are an age analysis of past due loan receivables as of June 30, 2011 and December 31, 2010:
Past Due Loans | Recorded Investment in Loans 90 Days and Greater and Still Accruing | ||||||||||||||||||||
(in thousands) | Current | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days Past Due and Greater | Total Past Due | Total Loan Receivables | |||||||||||||||
June 30, 2011 | |||||||||||||||||||||
Commercial and industrial | $ | 345,278 | $ | 851 | $ | 4,558 | $ | 6,965 | $ | 12,374 | $ | 357,652 | $ | — | |||||||
Commercial tax-exempt | 83,711 | — | — | — | — | 83,711 | — | ||||||||||||||
Owner occupied real estate | 265,650 | 909 | 834 | 2,244 | 3,987 | 269,637 | — | ||||||||||||||
Commercial construction and land development | 107,760 | 794 | 1,125 | 12,629 | 14,548 | 122,308 | — | ||||||||||||||
Commercial real estate | 329,448 | 1,177 | 6,628 | 4,708 | 12,513 |