Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2012
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from ____to____
Commission File Number 000-53790
FIRST SENTRY BANCSHARES, INC.
|
(Exact Name of Registrant as Specified in Charter)
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West Virginia
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03-0398338
|
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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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823 Eighth Street, Huntington, West Virginia
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25701
|
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(Address of Principal Executive Offices)
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(Zip Code)
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(304) 522-6400
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Registrant’s telephone number, including area code
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the Issuer’s classes of common stock as of the latest practicable date.
1,437,651 shares of Common Stock, par value $1.00 per share, were issued and outstanding as of May 15, 2012.
FIRST SENTRY BANCSHARES, INC.
Form 10-Q Quarterly Report
Table of Contents
2
FINANCIAL STATEMENTS
|
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
|
CONSOLIDATED BALANCE SHEETS
|
March 31, 2012 (Unaudited) and December 31, 2011
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(Dollars in Thousands)
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March 31,
|
||||||||
2012
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December 31,
|
|||||||
(Unaudited)
|
2011
|
|||||||
ASSETS
|
||||||||
Cash and due from banks
|
$ | 13,013 | $ | 10,183 | ||||
Federal funds sold
|
95 | 255 | ||||||
Cash and cash equivalents
|
13,108 | 10,438 | ||||||
Interest-earning deposits
|
3,193 | 3,687 | ||||||
Investments available-for-sale
|
94,638 | 91,547 | ||||||
Investments held-to-maturity (fair value approximates $20,095
and $20,084, respectively)
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19,220 | 19,274 | ||||||
Federal Home Loan Bank stock, at cost
|
2,785 | 2,931 | ||||||
Loans, net of allowance of $6,040 (unaudited) and $5,855, respectively
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343,077 | 351,912 | ||||||
Interest receivable
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1,964 | 2,035 | ||||||
Bank premises and equipment, net
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6,317 | 6,417 | ||||||
Other real estate owned
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1,957 | 1,999 | ||||||
Goodwill and core deposit intangible
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2,804 | 2,813 | ||||||
Other assets
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2,736 | 3,053 | ||||||
$ | 491,799 | $ | 496,106 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
LIABILITIES
|
||||||||
Deposits:
|
||||||||
Noninterest-bearing
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$ | 61,983 | $ | 63,397 | ||||
Interest-bearing
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346,747 | 338,451 | ||||||
Total deposits
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408,730 | 401,848 | ||||||
Securities sold under agreements to repurchase
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19,698 | 21,262 | ||||||
Federal Home Loan Bank advances
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21,221 | 31,221 | ||||||
Interest payable
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403 | 446 | ||||||
Other liabilities
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726 | 751 | ||||||
450,778 | 455,528 | |||||||
TRUST PREFERRED SECURITIES
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9,000 | 9,000 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common stock, $1 par value, 5,280,000 shares authorized
|
||||||||
1,437,651 issued and outstanding at March 31, 2012
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||||||||
(unaudited) and December 31, 2011
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1,438 | 1,438 | ||||||
Additional paid-in capital
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15,294 | 15,294 | ||||||
Retained earnings
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15,009 | 14,522 | ||||||
Accumulated other comprehensive income
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280 | 324 | ||||||
32,021 | 31,578 | |||||||
$ | 491,799 | $ | 496,106 |
See accompanying notes to consolidated financial statements.
3
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
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|||||
CONSOLIDATED STATEMENTS OF INCOME
|
|||||
Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
|||||
(Dollars in Thousands, Except Earnings Per Share)
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Three Months Ended
|
||||||||
March 31,
|
||||||||
2012
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2011
|
|||||||
INTEREST INCOME
|
||||||||
Loans, including fees
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$ | 4,626 | $ | 4,811 | ||||
Investment securities
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707 | 644 | ||||||
Interest-earning deposits and cash equivalents
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11 | 42 | ||||||
5,344 | 5,497 | |||||||
INTEREST EXPENSE
|
||||||||
Deposits
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1,063 | 1,263 | ||||||
Securities sold under agreements to repurchase
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85 | 97 | ||||||
Trust preferred securities
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66 | 58 | ||||||
Advances
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135 | 151 | ||||||
1,349 | 1,569 | |||||||
NET INTEREST INCOME
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3,995 | 3,928 | ||||||
PROVISION FOR LOAN LOSSES
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884 | 329 | ||||||
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
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3,111 | 3,599 | ||||||
OTHER INCOME
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||||||||
Service fees
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20 | 19 | ||||||
Securities losses
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(58 | ) | (23 | ) | ||||
Other charges, commissions and fees
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325 | 314 | ||||||
287 | 310 | |||||||
OTHER EXPENSES
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||||||||
Salaries and employee benefits
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1,130 | 1,107 | ||||||
Equipment and occupancy expenses
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234 | 297 | ||||||
Data processing
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185 | 156 | ||||||
Professional fees
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168 | 200 | ||||||
Taxes, other than payroll, property and income
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58 | 63 | ||||||
Insurance
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120 | 215 | ||||||
Other expenses
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404 | 496 | ||||||
2,299 | 2,534 | |||||||
INCOME BEFORE INCOME TAX
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1,099 | 1,375 | ||||||
INCOME TAX EXPENSE
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324 | 432 | ||||||
NET INCOME
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$ | 775 | $ | 943 | ||||
WEIGHTED AVERAGE EARNINGS PER SHARE
|
$ | 0.54 | $ | 0.66 |
See accompanying notes to consolidated financial statements.
4
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
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|||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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|||||
Three Months Ended March 31, 2012 and 2011 (Unaudited)
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|||||
(Dollars in Thousands)
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Three Months Ended
|
||||||||
March 31,
|
||||||||
2012
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2011
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|||||||
Net income
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$ | 775 | $ | 943 | ||||
Other comprehensive income:
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||||||||
Unrealized gains (losses) on securities:
|
||||||||
Unrealized holding gains (losses) arising during the period
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(140 | ) | 262 | |||||
Reclassification adjustment for losses included in net income
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58 | 23 | ||||||
(82 | ) | 285 | ||||||
Cumulative-effect adjustment to apply
|
||||||||
GAAP for transfer of securities from available-for-sale to held-to-maturity
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7 | 15 | ||||||
Adjustment for income tax benefit (expense)
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31 | (108 | ) | |||||
Other comprehensive income (loss), net of tax
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(44 | ) | 192 | |||||
Comprehensive income
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$ | 731 | $ | 1,135 |
See accompanying notes to consolidated financial statements.
5
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
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|||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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|||||
Three Months Ended March 31, 2012 and 2011 (Unaudited)
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|||||
(Dollars in Thousands)
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March 31,
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March 31,
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|||||||
2012
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2011
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net income
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$ | 775 | $ | 943 | ||||
Adjustments to reconcile net income to net cash
|
||||||||
provided by operating activities:
|
||||||||
Provision for loan losses
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884 | 329 | ||||||
Depreciation and amortization
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141 | 155 | ||||||
Investment securities amortization, net of accretion
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123 | 116 | ||||||
Securities losses
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58 | 23 | ||||||
Sale of foreclosed and repossessed properties (gains) and losses
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(2 | ) | 7 | |||||
Changes in:
|
||||||||
Interest receivable
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71 | (108 | ) | |||||
Other assets
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317 | 228 | ||||||
Interest payable
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(43 | ) | 6 | |||||
Income taxes payable
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- | 432 | ||||||
Other liabilities
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(25 | ) | 263 | |||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
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2,299 | 2,394 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Net decrease in interest-earning deposits
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494 | 6,182 | ||||||
Redemptions of investments available-for-sale
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30,063 | 2,397 | ||||||
Redemptions of investments held-to-maturity
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40 | 361 | ||||||
Purchase of investments for available-for-sale
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(33,438 | ) | (3,020 | ) | ||||
Sale of Federal Home Loan Bank stock
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146 | 144 | ||||||
Net decrease in loans
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8,024 | 3,218 | ||||||
Proceeds from sale of foreclosed properties
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44 | 20 | ||||||
Proceeds from sale of other personal property
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- | 18 | ||||||
Purchases of premises and equipment
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(32 | ) | (111 | ) | ||||
NET CASH PROVIDED BY INVESTING ACTIVITIES
|
5,341 | 9,209 | ||||||
CASH FLOWS FROM FINANCING ACTIVITES
|
||||||||
Net increase in deposits
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6,882 | 8,424 | ||||||
Net change in agreements to repurchase securities
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(1,564 | ) | 299 | |||||
Net decrease in FHLB loans
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(10,000 | ) | (12,500 | ) | ||||
Cash dividends paid
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(288 | ) | (288 | ) | ||||
NET CASH USED IN FINANCING ACTIVITIES
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(4,970 | ) | (4,065 | ) | ||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
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2,670 | 7,538 | ||||||
CASH AND CASH EQUIVALENTS, BEGINNING
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10,438 | 21,120 | ||||||
CASH AND CASH EQUIVALENTS, ENDING
|
$ | 13,108 | $ | 28,658 |
(Continued)
See accompanying notes to consolidated financial statements.
6
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
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|||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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|||||
Three Months Ended March 31, 2012 and 2011 (Unaudited)
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|||||
(Dollars in Thousands)
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March 31,
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March 31,
|
|||||||
2012
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2011
|
|||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Cash paid for interest on deposits and borrowings
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$ | 1,392 | $ | 1,623 | ||||
Cash paid for income taxes
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$ | 236 | $ | - | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH
|
||||||||
INVESTING ACTIVITIES
|
||||||||
Net change in unrealized holding gain (loss)on investments available-for-sale
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$ | (82 | ) | $ | 285 |
See accompanying notes to consolidated financial statements.
7
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 1. BASIS OF PRESENTATION
Principles of consolidation: The accompanying unaudited consolidated financial statements of First Sentry Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, First Sentry Bank (the “Bank”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes necessary for a complete presentation of consolidated financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for (i) a fair presentation and (ii) to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. All significant inter-company balances have been eliminated in consolidation.
Current accounting developments: In September 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-08, Intangibles – Goodwill and Other Testing Goodwill for Impairment. The objective of this update is to simplify how entities, both public and nonpublic, test goodwill for impairment. The amendments in this update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two step goodwill impairment test as described in previous guidance under Topic 350. The amendments are effective for fiscal years beginning December 15, 2011. Early adoption is permitted. The amendments did not have a significant impact on the Company.
In September 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-09, Compensation – Retirement Benefits – Multiemployer Plans. This update addresses concerns from various users of financial statements on the lack of transparency about an employer’s participation in a multiemployer pension plan. A unique characteristic of a multiemployer plan is that assets contributed by one employer may be used to provide benefits to employees of other participating employers. This is because the assets contributed by an employer are not specifically earmarked only for its employees. If a participating employer fails to make its required contributions, the unfunded obligations of the plan may be borne by the remaining participating employers. Similarly, in some cases, if an employer chooses to stop participating in a multiemployer plan, the withdrawing company may be required to pay to the plan a final payment (the withdrawal liability). Users of financial statements have requested additional disclosure to increase awareness of the commitments and risks involved with participating in multiemployer pension plans. The amendments in this update require additional disclosures about an employer’s participation in a multiemployer pension plan.
8
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 1. BASIS OF PRESENTATION (continued)
Previously, disclosures were limited primarily to the historical contributions made to the plans. In developing the new guidance, the FASB’s goal was to help users of financial statements assess the potential future cash flow implications relating to an employer’s participation in multiemployer pension plans. The disclosures also will indicate the financial health of all of the significant plans in which the employer participates and assist a financial statement user to access additional information that is available outside the financial statements. For public entities, the amendments in this update are effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. For nonpublic entities, the amendments are effective for annual periods for fiscal years ending after December 15, 2012, with early adoption permitted. The amendments should be applied retrospectively for all periods presented. The amendments did not have a significant impact on the Company.
In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-10, Property, Plant and Equipment. Under the amendments in the Update, when a parent ceases to have a controlling interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt the reporting entity should apply the guidance in Subtopic 360-20 to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. That is, even if the reporting entity ceases to have a controlling financial interest under Subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidate financial statements until legal title to the real estate is transferred to legally satisfy the debt. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2012. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2013, and interim and annual periods thereafter. Early adoption is permitted. The amendments are not expected to have any impact on the Company.
In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-11, Balance Sheet. Offsetting (netting) assets and liabilities is an important aspect of presentation in financial statements. The differences in the offsetting requirements in U.S. generally accepted accounting principles (U.S GAAP) and International Financial Reporting Standards (IFRS) account for a significant difference in the amounts presented in statements of financial position prepared in accordance with U.S. GAAP and the amounts presented in those statements prepared in accordance with IFRS for certain institutions. The difference reduces the comparability of statements of financial position. The FASB and IASB are issuing joint requirements to enhance current disclosures. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The amendments in this Update require an entity to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on financial position. The amendments are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The amendments are not expected to have a significant impact on the Company.
9
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 1. BASIS OF PRESENTATION (continued)
In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update 2011-12, Comprehensive Income. This Update defers changes in Update 2011-05 that relate to the presentation of reclassification adjustments, and supersedes certain pending paragraphs in Update 2011-05. The amendments are being made to allow the Board time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and the other comprehensive income for all periods presented. While the Board is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before Update 2011-05. All other requirements in Update 2011-05 are not affected by this Update. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities should begin applying these requirements for fiscal years ending after December 15, 2012, and interim and annual periods thereafter. The amendments did not have a significant impact on the Company.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 2. INVESTMENT SECURITIES
The amortized cost of investment securities and their fair values at March 31, 2012 (unaudited) and December 31, 2011 are as follows:
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
March 31, 2012 (unaudited):
|
||||||||||||||||
Held-to-maturity:
|
||||||||||||||||
State and political
|
$ | 19,220 | $ | 875 | $ | - | $ | 20,095 | ||||||||
|
||||||||||||||||
Available-for-sale:
|
||||||||||||||||
Mortgage-backed securities
|
23,138 | 370 | 52 | 23,456 | ||||||||||||
U.S. agency
|
55,198 | 86 | 250 | 55,034 | ||||||||||||
State and political
|
15,241 | 412 | 5 | 15,648 | ||||||||||||
Corporate securities
|
500 | - | - | 500 | ||||||||||||
94,077 | 868 | 307 | 94,638 | |||||||||||||
$ | 113,297 | $ | 1,743 | $ | 307 | $ | 114,733 |
10
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 2. INVESTMENT SECURITIES (continued)
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
December 31, 2011:
|
||||||||||||||||
Held-to-maturity:
|
||||||||||||||||
State and political
|
$ | 19,274 | $ | 810 | $ | - | $ | 20,084 | ||||||||
Available-for-sale:
|
||||||||||||||||
Mortgage-backed securities
|
19,144 | 253 | 26 | 19,370 | ||||||||||||
U.S. agency
|
57,154 | 111 | 81 | 57,184 | ||||||||||||
State and political
|
14,105 | 393 | 4 | 14,495 | ||||||||||||
Corporate securities
|
500 | - | 2 | 498 | ||||||||||||
90,903 | 757 | 113 | 91,547 | |||||||||||||
$ | 110,177 | $ | 1,567 | $ | 113 | $ | 111,631 |
The amortized cost and estimated fair value of securities at March 31, 2012 (unaudited) and December 31, 2011, by contractual maturity, are as follows:
Held-to-Maturity
|
Available-for-Sale | |||||||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||||||||
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
March 31, 2012 (unaudited):
|
||||||||||||||||
One year or less
|
$ | 116 | $ | 117 | $ | 1,075 | $ | 1,086 | ||||||||
After one year through five years
|
1,048 | 1,054 | 5,603 | 5,662 | ||||||||||||
After five years through ten years
|
8,391 | 8,808 | 13,254 | 13,434 | ||||||||||||
After ten years
|
9,665 | 10,116 | 74,145 | 74,456 | ||||||||||||
$ | 19,220 | 20,095 | $ | 94,077 | $ | 94,638 | ||||||||||
December 31, 2011:
|
||||||||||||||||
One year or less
|
$ | 157 | $ | 158 | $ | 1,111 | $ | 1,126 | ||||||||
After one year through five years
|
848 | 853 | 5,145 | 5,186 | ||||||||||||
After five years through ten years
|
7,968 | 8,335 | 13,145 | 13,341 | ||||||||||||
After ten years
|
10,301 | 10,738 | 71,502 | 71,894 | ||||||||||||
|
$ | 19,274 | 20,084 | $ | 90,903 | $ | 91,547 |
Actual maturities of debt securities may differ from those presented above since certain obligations provide the issuer the right to call or prepay the obligation prior to its scheduled maturity.
Securities with a carrying value of $58,348 and $55,296 were pledged at March 31, 2012 (unaudited) and December 31, 2011, respectively, to secure public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.
11
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 2. INVESTMENT SECURITIES (continued)
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) 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.
Information pertaining to securities held-to-maturity and securities available-for-sale with gross unrealized losses at March 31, 2012 (unaudited) and December 31, 2011, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:
Less Than Twelve Months | Over Twelve Months | |||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Unrealized
|
Fair
|
Unrealized
|
Fair
|
|||||||||||||
March 31, 2012 (unaudited):
|
Losses
|
Value
|
Losses
|
Value
|
||||||||||||
Held-to-maturity:
|
||||||||||||||||
State and political
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Available-for-sale:
|
||||||||||||||||
Mortgage-backed securities
|
52 | 6,011 | - | - | ||||||||||||
U.S. agencies
|
250 | 41,853 | - | - | ||||||||||||
State and political
|
5 | 1,393 | - | - | ||||||||||||
Corporate securities
|
- | - | - | - | ||||||||||||
|
$ | 307 | $ | 49,257 | $ | - | $ | - | ||||||||
December 31, 2011:
|
||||||||||||||||
Held-to-maturity:
|
||||||||||||||||
State and political
|
$ | - | $ | 200 | $ | - | $ | - | ||||||||
Available-for-sale:
|
||||||||||||||||
Mortgage-backed securities
|
26 | 4,836 | - | - | ||||||||||||
U.S. Agencies
|
81 | 22,447 | - | - | ||||||||||||
State and political
|
4 | 737 | - | |||||||||||||
Corporate securities
|
2 | 498 | - | - | ||||||||||||
|
$ | 113 | $ | 28,718 | $ | - | $ | - |
These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the federal government or its agencies issue the securities, whether the downgrades by bond-rating agencies have occurred, and the results of reviews of the issuer’s financial condition. Management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, therefore no unrealized losses are deemed to be other-than-temporary.
12
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES
Major classifications of loans are as follows:
|
March 31,
|
|||||||
2012
|
December 31,
|
|||||||
(unaudited)
|
2011
|
|||||||
Loans
|
||||||||
Commercial
|
$ | 101,097 | $ | 104,271 | ||||
Commercial real estate
|
175,677 | 179,778 | ||||||
Residential real estate
|
54,734 | 54,941 | ||||||
Consumer
|
17,680 | 18,865 | ||||||
349,188 | 357,855 | |||||||
Less deferred loan fees
|
(71 | ) | (88 | ) | ||||
349,117 | 357,767 | |||||||
|
||||||||
Less allowance for loan losses
|
(6,040 | ) | (5,855 | ) | ||||
Loans, net of allowance
|
$ | 343,077 | $ | 351,912 |
The allowance for loan losses is management’s estimate of probable credit losses inherent in the loan portfolio. Management’s evaluation of the adequacy of the allowance for loan losses and the appropriate provision for credit losses is based upon a quarterly evaluation of the loan portfolio. This evaluation is inherently subjective and requires significant estimates, including the amounts and timing of the estimated future cash flows, estimated losses on pools of loans based on historical loss experience, and consideration of current economic trends, all of which are susceptible to constant and significant change. Allocations are made for specific loans based upon management’s estimate of the borrowers’ ability to repay and other factors impacting collectability. Other loans not specifically reviewed are segregated by class and allocations are made based upon historical loss percentages adjusted for current environmental factors. The environmental factors considered for each of the portfolios includes estimated probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet fully manifested themselves in loss allocation factors. For purposes of determining the general allowance, the loan portfolio is segregated by product type to recognize differing risk profiles among categories. It is further segregated by credit grade for risk-related loan pools and delinquency for homogeneous loan pools. The outstanding principal balance within each pool is multiplied by historical loss data and certain qualitative factors to derive the general loss allocation per pool. Loans deemed to be uncollectible are charged against the allowance for loan losses, while recoveries of previously charged-off amounts are credited to the allowance for loan losses.
13
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
Changes in the allowance for loan losses for the three months ended March 31, 2012 (unaudited) and March 31, 2011 (unaudited) are as follows:
March 31,
|
March 31,
|
|||||||
2012
|
2011
|
|||||||
(unaudited)
|
(unaudited)
|
|||||||
Balance at beginning of the period
|
$ | 5,855 | $ | 5,005 | ||||
Loan charge-offs:
|
||||||||
Commercial
|
366 | 24 | ||||||
Commercial real estate
|
200 | - | ||||||
Residential real estate
|
174 | 60 | ||||||
Consumer
|
- | 29 | ||||||
Total charge-offs
|
740 | 113 | ||||||
Loan recoveries:
|
||||||||
Commercial
|
32 | 2 | ||||||
Commercial real estate
|
- | - | ||||||
Residential real estate
|
2 | - | ||||||
Consumer
|
7 | 7 | ||||||
Total recoveries
|
41 | 9 | ||||||
Provision for loan losses
|
884 | 329 | ||||||
Balance at end of the period
|
$ | 6,040 | $ | 5,230 |
14
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
The following presents the balance in the allowance for loan losses disaggregated on the basis of the Bank’s impairment measurement method, by portfolio segment, as of March 31, 2012 (unaudited) and December 31, 2011:
Individually | Collectively | |||||||||||
Evaluated for
|
Evaluated for
|
|||||||||||
Impairment
|
Impairment
|
Total
|
||||||||||
March 31, 2012 (unaudited):
|
||||||||||||
Commercial
|
$ | 2,595 | $ | 1,684 | $ | 4,279 | ||||||
Commercial real estate
|
672 | 640 | 1,312 | |||||||||
Residential real estate
|
302 | 50 | 352 | |||||||||
Consumer
|
26 | 68 | 94 | |||||||||
Unallocated
|
- | 3 | 3 | |||||||||
|
$ | 3,595 | $ | 2,445 | $ | 6,040 |
December 31, 2011:
|
||||||||||||
Commercial
|
$ | 2,251 | $ | 1,550 | $ | 3,801 | ||||||
Commercial real estate
|
383 | 1,084 | 1,467 | |||||||||
Residential real estate
|
396 | 49 | 445 | |||||||||
Consumer
|
22 | 119 | 141 | |||||||||
Unallocated
|
- | 1 | 1 | |||||||||
|
$ | 3,052 | $ | 2,803 | $ | 5,855 |
The following presents the balance of loans disaggregated on the basis of the Bank’s impairment measurement method, by portfolio segment, as of March 31, 2012 (unaudited) and December 31, 2011:
Individually | Collectively | |||||||||||
Evaluated for
|
Evaluated for
|
|||||||||||
Impairment
|
Impairment
|
Total
|
||||||||||
March 31, 2012 (unaudited):
|
||||||||||||
Commercial
|
$ | 5,275 | $ | 95,822 | $ | 101,097 | ||||||
Commercial real estate
|
7,126 | 168,551 | 175,677 | |||||||||
Residential real estate
|
1,803 | 52,931 | 54,734 | |||||||||
Consumer
|
107 | 17,573 | 17,680 | |||||||||
|
$ | 14,311 | $ | 334,877 | $ | 349,188 |
December 31, 2011:
|
||||||||||||
Commercial
|
$ | 4,944 | $ | 99,327 | $ | 104,271 | ||||||
Commercial real estate
|
7,702 | 172,076 | 179,778 | |||||||||
Residential real estate
|
2,036 | 52,905 | 54,941 | |||||||||
Consumer
|
107 | 18,758 | 18,865 | |||||||||
|
$ | 14,789 | $ | 343,066 | $ | 357,855 |
15
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
Management monitors the credit quality of its loans on an ongoing basis. Measurement of the delinquency and past due status are based on the contractual terms of each loan. For all loan classes, past due loans are reviewed on a monthly basis to identify loans for nonaccrual status. Generally, when collection in full of the principal and interest is jeopardized, the loan is placed on non-accrual. The following presents an aging analysis of the Bank’s accruing and non-accruing loans as of March 31, 2012 (unaudited) and December 31, 2011:
30-89 |
90 Days
|
|||||||||||||||||||
Days
|
Or More
|
|||||||||||||||||||
Past Due
|
Past Due
|
Non-accrual
|
Current
|
Total
|
||||||||||||||||
March 31, 2012 (unaudited):
|
||||||||||||||||||||
Commercial
|
$ | 198 | $ | - | $ | 2,712 | $ | 98,187 | $ | 101,097 | ||||||||||
Commercial real estate
|
496 | - | 6,343 | 168,838 | 175,677 | |||||||||||||||
Residential real estate
|
1,009 | - | 1,334 | 52,391 | 54,734 | |||||||||||||||
Consumer
|
454 | - | 131 | 17,095 | 17,680 | |||||||||||||||
|
$ | 2,157 | $ | - | $ | 10,520 | $ | 336,511 | $ | 349,188 |
December 31, 2011:
|
||||||||||||||||||||
Commercial
|
$ | 159 | $ | - | $ | 2,709 | $ | 101,403 | $ | 104,271 | ||||||||||
Commercial real estate
|
1,618 | - | 4,915 | 173,245 | 179,778 | |||||||||||||||
Residential real estate
|
1,180 | - | 727 | 53,034 | 54,941 | |||||||||||||||
Consumer
|
462 | - | 112 | 18,291 | 18,865 | |||||||||||||||
|
$ | 3,419 | $ | - | $ | 8,463 | $ | 345,973 | $ | 357,855 |
The Bank assigns credit quality indicators of pass, special mention, substandard and doubtful to its loans. Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or in the Bank’s credit position at some future date. A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt by the borrower. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. They require more intensive supervision by management. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on nonaccrual. A loan is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the loan, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. At March 31, 2012 (unaudited) and December 31, 2011, the Bank had no loans classified as doubtful.
16
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
The following is a summary of credit exposure using a credit risk profile utilizing internal assigned grades as of March 31, 2012 (unaudited) and December 31, 2011:
Special | ||||||||||||
March 31, 2012 (unaudited):
|
Pass
|
Mention
|
Substandard
|
|||||||||
Loans
|
||||||||||||
Commercial
|
$ | 95,561 | $ | 1,620 | $ | 3,916 | ||||||
Commercial real estate
|
161,714 | 5,480 | 8,483 | |||||||||
Residential real estate
|
52,325 | 689 | 1,720 | |||||||||
Consumer
|
17,521 | 30 | 129 | |||||||||
|
$ | 327,121 | $ | 7,819 | $ | 14,248 |
December 31, 2011:
|
||||||||||||
Loans
|
||||||||||||
Commercial
|
$ | 99,102 | $ | 1,377 | $ | 3,792 | ||||||
Commercial real estate
|
164,742 | 6,019 | 9,017 | |||||||||
Residential real estate
|
52,397 | 696 | 1,848 | |||||||||
Consumer
|
18,697 | 36 | 132 | |||||||||
|
$ | 334,938 | $ | 8,128 | $ | 14,789 |
Loans are designated as impaired when, in the opinion of management, based on current information and events, the collection of principal and interest in accordance with the loan contract is doubtful. Typically, the Bank does not consider loans for impairment unless a sustained period of delinquency (i.e. 90-plus days) is noted or there are subsequent events that impact repayment probability (i.e. negative financial trends, bankruptcy filings, eminent foreclosure proceedings, etc.). Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The Company considers nonaccrual loans and loans past-due ninety days or more to be impaired. At March 31, 2012 (unaudited), there were no commitments to lend additional funds to customers whose loans are classified as nonaccrual. The average recorded investment in impaired loans at March 31, 2012 (unaudited) and December 31, 2011 was $7,532 and $4,954, respectively. The following is a summary of loans considered impaired:
March 31, | ||||||||
2012 | December 31, | |||||||
(unaudited)
|
2011
|
|||||||
Gross impaired loans
|
$ | 10,520 | $ | 8,463 | ||||
Less valuation allowance for impaired loans
|
2,281 | 1,638 | ||||||
Recorded investment in impaired loans
|
$ | 8,239 | $ | 6,825 |
17
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES (continued)
A troubled debt restructuring (“TDR”) is the situation where the Bank grants a concession to the borrower that the Bank would not otherwise have considered due to a borrower’s financial difficulties. Most of the Bank’s loan modifications involve a restructuring of loan terms prior to maturity to temporarily reduce the payment amount and/or to require only interest for a temporary period, usually up to six months. These modifications generally do not meet the definition of a TDR because the modifications are considered to be an insignificant delay in payment. The following table presents TDR’s as of March 31, 2012 (unaudited) and December 31, 2011:
TDRs on
|
TDRs on
|
|||||||||||
Non-Accrual
|
Accrual
|
|||||||||||
Status
|
Status
|
Total TDRs
|
||||||||||
March 31, 2012 (unaudited):
|
||||||||||||
Commercial
|
$ | 97 | $ | 198 | $ | 295 | ||||||
Commercial real estate
|
1,515 | - | 1,515 | |||||||||
Residential real estate
|
664 | - | 664 | |||||||||
Consumer
|
75 | - | 75 | |||||||||
|
$ | 2,351 | $ | 198 | $ | 2,549 |
December 31, 2011:
|
||||||||||||
Commercial
|
$ | - | $ | 295 | $ | 295 | ||||||
Commercial real estate
|
1,515 | - | 1,515 | |||||||||
Residential real estate
|
20 | 820 | 840 | |||||||||
Consumer
|
15 | 77 | 92 | |||||||||
|
$ | 1,550 | $ | 1,192 | $ | 2,742 |
During the three months ended March 31, 2012, the Bank modified one loan relationship that was considered to be a troubled debt restructuring and during the twelve months ended December 31, 2011, the Bank modified six loan relationships that were considered to be troubled debt restructurings. All of our TDRs were modified to extend the maturity date. At March 31, 2012, 8% of the Bank’s TDRs were performing according to their modified terms and at December 31, 2011, 18% of the Bank’s TDRs were performing according to their modified terms. A loan is considered to be in payment default once it is 31 days contractually past due under the modified terms. As of March 31, 2012, the TDRs on non-accrual status were considered in default while none of the TDRs on accrual status were considered in default. As of December 31, 2011, the TDRs on non-accrual status and $708 of the TDRs on accrual status that were 30-89 days past due were considered in default. The Bank allocated $33 of specific reserves to customers whose loan terms have been modified as TDRs as of March 31, 2012. The TDRs on non-accrual status are designated as impaired. The Bank has not committed to lend any additional amounts to its existing TDR relationships.
18
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 4. OTHER REAL ESTATE OWNED
Activity for other real estate owned for the three months ended March 31, 2012 (unaudited) and the year ended December 31, 2011 is as follows:
March 31,
|
||||||||
2012
|
December 31,
|
|||||||
(unaudited)
|
2011
|
|||||||
Balance at beginning of year
|
$ | 1,999 | $ | 2,103 | ||||
Properties acquired
|
- | 562 | ||||||
Subsequent write-downs
|
- | (231 | ) | |||||
Gross proceeds from sales
|
(44 | ) | (432 | ) | ||||
Gains (losses) recorded
|
2 | (3 | ) | |||||
$ | 1,957 | $ | 1,999 |
NOTE 5.
|
FEDERAL HOME LOAN BANK ADVANCES
|
The Bank owns stock of the Federal Home Loan Bank of Pittsburgh (FHLB), which allows the Bank to borrow funds from the FHLB. The Bank’s maximum borrowing capacity from the FHLB was $135,741 at March 31, 2012 (unaudited) and $135,742 at December 31, 2011.
The Bank has advances from the FHLB totaling $21,221 at March 31, 2012 (unaudited) and $31,221 at December 31, 2011. The advances are secured by commercial, commercial real estate and residential real estate loans and pledged securities. They have various scheduled maturity dates beginning with June 18, 2012 through May 19, 2022. The interest rate is determined at the time the advances are made and currently range from 0.24% to 4.57%. The FHLB advances are scheduled for repayment as follows:
Year
|
Amount
|
|||
2012
|
$ | 10,000 | ||
2013
|
- | |||
2014
|
- | |||
2015
|
- | |||
2016
|
- | |||
Thereafter
|
11,221 | |||
$ | 21,221 |
19
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 6. TRUST PREFERRED SECURITIES
On April 23, 2007, First Sentry Bancshares Capital Trust II (the “trust”) issued $5 million of Floating Rate Trust Preferred Securities. First Sentry Bancshares Capital Trust II, a Delaware statutory business trust, is a wholly-owned consolidated subsidiary of the Company, with its sole asset being $5 million aggregate principal amount of Floating Rate Junior Subordinated Debt Securities due June 15, 2037, of First Sentry Bancshares, Inc. (the trust debenture).
The trust preferred securities are non-voting, pay quarterly distributions at a variable rate, and carry a liquidation value of $1,000 per share. The variable interest rate is equal to a 3-month LIBOR plus 1.58% (2.05% at March 31, 2012, unaudited, and 2.13% at December 31, 2011) and distributions were $27 for the three months ended March 31, 2012 (unaudited) and $96 for the year ended December 31, 2011. The Company has executed a guarantee with regard to the trust preferred securities. The guarantee, when taken together with the Company’s obligations under the trust debenture, the indenture pursuant to which the trust debenture was issued and the applicable trust document, provides a full and unconditional guarantee of the trust’s obligations under the trust preferred securities.
On or after June 15, 2012, the trust preferred securities are redeemable in part or whole, at the option of the Company, for a redemption price of $1,000 per trust preferred security. The trust preferred securities are subject to mandatory redemption on June 15, 2037, at a redemption price of $1,000 per trust preferred security. First Sentry Bancshares, Inc. may cause the trust to delay payment of distributions on the trust preferred securities for up to twenty consecutive quarterly periods. During such deferral periods, distributions to which holders of the trust preferred securities are entitled will compound quarterly at the applicable rate for each quarterly period.
In the merger with Guaranty Financial Services, Inc., First Sentry Bancshares, Inc. acquired Guaranty Financial Statutory Trust I (the “Trust”), and the Company owns 100% of the common equity of the Trust. The Trust was formed in 2003 for the purpose of issuing $4 million of corporation-obligated, mandatorily-redeemable securities to third-party investors and investing the proceeds from the sale of the capital securities in junior subordinated debentures. Distributions on the capital securities issued by the Trust are payable quarterly bearing a variable interest rate equal to 3-month LIBOR plus 3.10% (3.57% at March 31, 2012 (unaudited) and 3.67% at December 31, 2011), which is equal to the interest rate being earned by the Trust on the debentures held by the Trust and are recorded as interest expense by the Company. Distributions for the three months ended March 31, 2012, totaled $39 (unaudited) and for the year ended December 31, 2011 totaled $136.
The capital securities have a 30-year term with a final maturity of June 26, 2033, but are redeemable, in whole or in part, at the option of the Company, on or after June 26, 2008, for a par value of $1,000 per trust preferred security. First Sentry Bancshares, Inc. may cause the trust to delay payment of distributions on the trust preferred securities for up to twenty consecutive quarterly periods. During such deferral periods, distributions to which holders of the trust preferred securities are entitled will compound quarterly at the applicable rate for each quarterly period.
20
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 7. STOCKHOLDERS’ EQUITY
Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net income, as defined, combined with the retained earnings of the preceding two years, subject to the capital requirements as defined below.
The Bank is subject to various regulatory capital requirements administered by the state and federal banking agencies. Failure to meet the minimum regulatory capital requirements can initiate certain mandatory, and possible additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital to risk-weighted assets (as defined in the regulations), and of Tier 1 capital to average assets (as defined). Management believes, as of March 31, 2012 (unaudited) and December 31, 2011, that the Bank meets all the capital adequacy requirements to which it is subject.
As of July 21, 2011, the date of the most recent notification from the West Virginia division of Banking, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. Management believes, as of March 31, 2012 (unaudited) and December 31, 2011, that the Bank meets all the capital adequacy requirements to which it is subject. The Bank’s actual and required capital amounts and ratios as of March 31, 2012 (unaudited) and December 31, 2011 are as follows:
To Be Well
|
||||||||||||||||||||||||
Capitalized
|
||||||||||||||||||||||||
Under The Prompt
|
||||||||||||||||||||||||
For Capital
|
Corrective
|
|||||||||||||||||||||||
Actual
|
Adequacy Purposes
|
Action Provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
March 31, 2012 (unaudited):
|
||||||||||||||||||||||||
Total Risk-Based Capital
|
$ | 42,057 | 12.6 | % | $ | 26,618 | 8 | % | $ | 33,273 | 10 | % | ||||||||||||
(to Risk-Weighted Assets)
|
||||||||||||||||||||||||
Tier l Capital
|
37,875 | 11.4 | % | 13,313 | 4 | % | 19,969 | 6 | % | |||||||||||||||
(to Risk-Weighted Assets)
|
||||||||||||||||||||||||
Tier l Capital
|
37,875 | 7.7 | % | 19,778 | 4 | % | 24,723 | 5 | % | |||||||||||||||
(to Adjusted Total Assets)
|
21
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 7. STOCKHOLDERS’ EQUITY (continued)
To Be Well | ||||||||||||||||||||||||
Capitalized
|
||||||||||||||||||||||||
Under The Prompt
|
||||||||||||||||||||||||
For Capital
|
Corrective
|
|||||||||||||||||||||||
Actual
|
Adequacy Purposes
|
Action Provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
December 31, 2011:
|
||||||||||||||||||||||||
Total Risk-Based Capital
|
||||||||||||||||||||||||
(to Risk-Weighted Assets)
|
$ | 41,668 | 12.2 | % | $ | 27,323 | 8 | % | $ | 34,154 | 10 | % | ||||||||||||
Tier l Capital
|
||||||||||||||||||||||||
(to Risk-Weighted Assets)
|
37,379 | 10.9 | % | 13,667 | 4 | % | 20,500 | 6 | % | |||||||||||||||
Tier l Capital
|
||||||||||||||||||||||||
(to Adjusted Total Assets)
|
37,379 | 7.4 | % | 20,315 | 4 | % | 25,393 | 5 | % |
NOTE 8. FAIR VALUES OF FINANCIAL INSTRUMENTS
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures of GAAP, the fair value of a financial instrument 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. Fair value is best determined upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments.
Under GAAP, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. These levels are:
Level 1
|
Valuation is based upon quoted prices in active markets for identical instruments that the entity has the ability to access at the measurement date.
|
Level 2
|
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
Level 3
|
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques.
|
22
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 8. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments carried on the consolidated financial statements at cost and are not measured or recorded at fair value on a recurring basis, unless otherwise noted:
Cash and cash equivalents: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Federal funds sold: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Interest-earning deposits: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Available-for-sale and trading securities: Prices for these securities are obtained through third party data service providers or dealer market participants with whom the Company has historically transacted both purchases and sales of investment securities. Benchmarks and other comparable securities are also used in estimating the values of these investment securities.
Trading assets: For trading assets, fair values are based on quoted market prices or quoted market prices of comparable instruments.
Held-to-maturity securities: Fair values are based on quoted market prices.
Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair values for other loans (for example, fixed rate commercial real estate and rental property mortgage loans and commercial and industrial loans) are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
Deposits: The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows using the rates currently offered for deposits of similar remaining maturities.
Securities sold under agreements to repurchase: For these short-term instruments, the carrying amount is a reasonable estimate of fair value.
Advances: Rates currently available to the Bank for advances with similar terms and remaining maturities are used to estimate fair value of existing debt.
23
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Dollars in Thousands)
NOTE 8. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)
Commitments to extend credit and standby letters of credit: Commitments to extend credit and standby letters of credit represent agreements to lend to a customer at the market rate when the loan is extended, thus the commitments and letters of credit are not considered to have a fair value.
The following table presents the assets that are measured at fair value on a recurring basis by level within the fair value hierarchy as reported on March 31, 2012 (unaudited) and December 31, 2011. As required by GAAP, financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Fair Value Measurements at Reporting Date Using:
|
||||||||||||||||
Quoted Prices
|
||||||||||||||||
in Active Markets
|
Significant Other
|
Significant
|
||||||||||||||
for Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Balance
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
March 31, 2012 (unaudited):
|
||||||||||||||||
Assets:
|
||||||||||||||||
Investment securities:
|
|
|||||||||||||||
Available-for-sale
|
$ | 94,638 | $ | - | $ | 94,638 | $ | - | ||||||||
December 31, 2011:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Investment securities:
|
||||||||||||||||
Available-for-sale
|
$ | 91,547 | $ | - | $ | 91,547 | $ | - |
GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial condition. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in the immediate settlement of the instruments. GAAP excluded certain financial instruments and all nonfinancial disclosure requirements. Accordingly, aggregate fair value estimates do not represent the underlying value of the Bank.
The estimated fair values of the Bank’s financial instruments at March 31, 2012 (unaudited), and December 31, 2011, do not significantly differ from their carrying amounts as reported in the balance sheet.
NOTE 9. SUBSEQUENT EVENTS
Management has evaluated subsequent events through May 15, 2012, which is the date that the Company’s financial statements were issued. On May 11, 2012, the Company filed a Form 15 with the SEC to deregister its shares of common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Company expects the deregistration to be effective within 90 days after the filing of the Form 15.
24
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:
·
|
statements of our goals, intentions and expectations;
|
·
|
statements regarding our business plans, prospects, growth and operating strategies;
|
·
|
statements regarding the asset quality of our loan and investment portfolios; and
|
·
|
estimates of our risks and future costs and benefits.
|
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
·
|
general economic conditions, either nationally or in our market areas, that are worse than expected;
|
·
|
competition among depository and other financial institutions;
|
·
|
inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
|
·
|
adverse changes in the securities markets;
|
·
|
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
|
·
|
our ability to enter new markets successfully and capitalize on growth opportunities;
|
·
|
our ability to successfully integrate acquired entities, if any;
|
·
|
changes in consumer spending, borrowing and savings habits;
|
25
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
·
|
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
|
·
|
changes in our organization, compensation and benefit plans;
|
·
|
changes in our financial condition or results of operations that reduce capital available to pay dividends; and
|
·
|
changes in the financial condition or future prospects of issuers of securities that we own.
|
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
Critical Accounting Policies
There are no material changes to the critical accounting policies disclosed in First Sentry Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission on March 29, 2012.
Total assets decreased $4.3 million, or 0.9%, to $491.8 million at March 31, 2012 from $496.1 million at December 31, 2011, primarily due to an $8.8 million decrease in loans, net of allowance, partially offset by increases of $3.1 million in investments available-for-sale and $2.7 million in cash and cash equivalents.
Cash and cash equivalents increased $2.7 million, or 25.6%, to $13.1 million at March 31, 2012 from $10.4 million at December 31, 2011, primarily as a result of temporary government deposits due to semi-annual property tax receipts.
Interest-earning deposits decreased $494,000, or 13.4%, to $3.2 million at March 31, 2012 from $3.7 million at December 31, 2011, as cash invested in short-term certificates of deposit during 2011 matured in the first quarter of 2012 and were used to purchase investments available-for-sale.
Investments classified as available for sale increased $3.1 million, or 3.4%, to $94.6 million at March 31, 2012, from $91.5 million at December 31, 2011. Investments classified as held to maturity decreased $54,000 or 0.3%, to $19.2 million at March 31, 2012, as compared to $19.3 million at December 31, 2011. We purchased $33.4 million of securities during the first three months of 2012 while $30.1 million of securities were called or matured during this period. Purchases of investment securities consisted of callable U.S. agency securities with step features, mortgage-backed securities with an average life five years or less and bank-qualified municipal bonds.
Loans, net of allowance, decreased $8.8 million, or 2.5%, to $343.1 million at March 31, 2012 from $351.9 million at December 31, 2011. Commercial real estate loans decreased $4.1 million while commercial loans decreased $3.2 million and consumer loans decreased $1.2 million. The decrease in commercial real estate loans was caused by two large pay offs, a $2.7 million participation loan that was repurchased by the lead bank and another $1.4 million pay off due to the sale of the underlying real estate that secured the loan. The decrease in commercial loans included a $672,000 pay down on a customer’s line of credit and a $500,000 pay off of two loans secured by a customer’s certificates of deposit that matured in January 2012. During the first three months of 2012, customer demand for loans remained muted primarily as a result of the continuing economic slowdown.
26
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Deposits increased $6.9 million, or 1.7%, to $408.7 million at March 31, 2012, from $401.8 million at December 31, 2011. Core deposits (consisting of checking accounts, NOW accounts, money market accounts and savings accounts) increased $9.2 million while certificates of deposit decreased $2.3 million during the first quarter of 2012. The growth in our core deposits was primarily attributed to a $5.0 million increase in our government NOW account balances and a $2.6 million increase in our consumer savings account balances. The decrease in certificates of deposit was partially attributed to the maturity of a $1.0 million brokered certificate of deposit that was originated during the first quarter of 2010.
Securities sold under agreements to repurchase decreased $1.6 million, or 7.4%, to $19.7 million at March 31, 2012, from $21.3 million at December 31, 2011. The decrease was the result of a decrease in our sweep repurchase agreements, primarily from public funds.
Federal Home Loan Bank borrowings decreased $10.0 million, or 32.0%, to $21.2 million at March 31, 2012, from $31.2 million at December 31, 2011. The increase in our deposits coupled with a decrease in loan balances created liquidity that was used to repay short-term FHLB advances.
Stockholders’ equity increased $443,000, or 1.4%, to $32.0 million at March 31, 2012, from $31.6 million at December 31, 2011. The increase was the result of an increase in retained earnings of $487,000, due to net income of $775,000 for the three months ended March 31, 2012, partially offset by the payment of $288,000 in cash dividends to stockholders during the first quarter of 2012. This increase in retained earnings was partially offset by a $44,000 decrease in accumulated other comprehensive income, reflecting market value fluctuations in available-for-sale investments, net of tax, during the first three months of 2012.
27
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Average Balances and Yields. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
For the Three Months Ended March 31,
|
||||||||||||||||||||||||
2012 |
2011
|
|||||||||||||||||||||||
Average Outstanding Balance
|
Interest
|
Yield/ Rate(1)
|
Average Outstanding Balance
|
Interest
|
Yield/ Rate(1)
|
|||||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans
|
$ | 351,917 | $ | 4,626 | 5.26 | % | $ | 354,494 | $ | 4,811 | 5.43 | % | ||||||||||||
Investment securities
|
110,876 | 706 | 2.55 | (2) | 83,580 | 644 | 3.08 | (2) | ||||||||||||||||
Interest-earning deposits and cash equivalents
|
3,666 | 11 | 1.20 | 12,102 | 42 | 1.39 | ||||||||||||||||||
Federal Home Loan Bank stock
|
2,872 | 1 | 0.14 | 2,827 | - | - | ||||||||||||||||||
Total interest-earning assets
|
469,331 | 5,344 | 4.55 | 453,003 | 5,497 | 4.85 | ||||||||||||||||||
Non-interest-earning assets
|
29,464 | 29,905 | ||||||||||||||||||||||
Total assets
|
$ | 498,795 | $ | 482,908 | ||||||||||||||||||||
Interest-bearing liabilities:
|
||||||||||||||||||||||||
Savings accounts
|
$ | 23,102 | 6 | 0.10 | $ | 19,618 | 7 | 0.14 | ||||||||||||||||
Certificates of deposit
|
209,553 | 983 | 1.88 | 213,180 | 1,147 | 2.15 | ||||||||||||||||||
Money market
|
55,086 | 51 | 0.37 | 65,246 | 68 | 0.42 | ||||||||||||||||||
NOW
|
51,301 | 23 | 0.18 | 48,454 | 41 | 0.34 | ||||||||||||||||||
Total interest-bearing deposits
|
339,042 | 1,063 | 1.25 | 346,498 | 1,263 | 1.46 | ||||||||||||||||||
Federal Home Loan Bank advances
|
32,891 | 135 | 1.64 | 21,802 | 151 | 2.77 | ||||||||||||||||||
Securities sold under agreements to repurchase
|
21,275 | 85 | 1.60 | 19,954 | 97 | 1.94 | ||||||||||||||||||
Trust preferred securities
|
9,000 | 66 | 2.93 | 9,000 | 58 | 2.58 | ||||||||||||||||||
Total interest-bearing liabilities
|
402,208 | 1,349 | 1.34 | 397,254 | 1,569 | 1.58 | ||||||||||||||||||
Non-interest-bearing checking
|
63,074 | 54,595 | ||||||||||||||||||||||
Other non-interest-bearing liabilities
|
1,178 | 1,245 | ||||||||||||||||||||||
Total liabilities
|
466,460 | 453,094 | ||||||||||||||||||||||
Stockholders’ equity
|
32,335 | 29,814 | ||||||||||||||||||||||
Total liabilities and stockholders’ equity
|
$ | 498,795 | $ | 482,908 | ||||||||||||||||||||
Net interest income
|
$ | 3,995 | $ | 3,928 | ||||||||||||||||||||
Net interest rate spread (3)
|
3.21 | % | 3.27 | % | ||||||||||||||||||||
Net interest-earning assets (4)
|
$ | 67,123 | $ | 55,749 | ||||||||||||||||||||
Net interest margin (5)
|
3.40 | % | 3.47 | % | ||||||||||||||||||||
Average interest-earning assets to interest-bearing liabilities
|
116.69 | % | 114.03 | % |
______________
(1)
|
Average yields and rates for the three months ended March 31, 2012 and 2011 are annualized.
|
(2)
|
The tax equivalent yield of the investment securities portfolio was 3.08% and 3.80% for the three months ended March 31, 2012 and 2011, respectively.
|
(3)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(4)
|
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
|
(5)
|
Net interest margin represents net interest income divided by average total interest-earning assets.
|
28
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
General. Net income decreased $168,000, or 17.8%, to $775,000 for the three months ended March 31, 2012, from $943,000 for the three months ended March 31, 2011. The decrease reflected an increase of $555,000 in our provision for loan losses partially offset by a decrease in non-interest expense of $235,000.
Interest Income. Interest income decreased $153,000, or 2.8%, to $5.3 million for the three months ended March 31, 2012, from $5.5 million for the three months ended March 31, 2011. The decrease resulted from a decline in the average yield on interest-earning assets of 30 basis points to 4.55% for the three months ended March 31, 2012, from 4.85% for the three months ended March 31, 2011, partially offset by an increase in the average balance of interest-earning assets of $16.3 million, or 3.6%, to $469.3 million for the three months ended March 31, 2012, from $453.0 million for the three months ended March 31, 2011. The decline in our average yield on interest-earning assets during the three months ended March 31, 2012, as compared to the prior year period was due to the general low market interest rates as a result of the Federal Reserve Board’s actions to keep interest rates low in order to stimulate the U.S. economy. The increase in the average balance of interest-earning assets was primarily due to an increase in investment securities partially offset by a decrease in interest-earning cash and cash equivalents.
Interest income on loans decreased $185,000, or 3.8%, to $4.6 million for the three months ended March 31, 2012, from $4.8 million for the three months ended March 31, 2011. The decrease resulted from the decrease in the average yield on our loan portfolio, which decreased 17 basis points, to 5.26% for the three months ended March 31, 2012, from 5.43% for the three months ended March 31, 2011, primarily as a result of the continuing low market interest rates. Also contributing to the decrease in interest income on loans was a decrease in the average balance of loans, which decreased $2.6 million, or 0.7%, to $351.9 million for the three months ended March 31, 2012, from $354.5 million for the three months ended March 31, 2011, reflecting a slowdown in loan demand primarily due to the continuing slow economic recovery.
Interest income on investment securities increased $63,000, or 9.8%, to $707,000 for the three months ended March 31, 2012, from $644,000 for the three months ended March 31, 2011. The increase resulted from an increase in the average balance of our securities portfolio, partially offset by a decrease in the average yield on our securities portfolio. The average balance of our securities portfolio increased $27.3 million, or 32.7%, to $110.9 million for the three months ended March 31, 2012, from $83.6 million for the three months ended March 31, 2011, primarily due to a decrease in interest-earning cash and cash equivalents and total loans receivable, with a portion of this excess liquidity then invested into the Bank’s securities portfolio. The average yield on our securities portfolio decreased by 53 basis points, to 2.55% for the three months ended March 31, 2012, from 3.08% for the three months ended March 31, 2011, due primarily to bonds being called and the proceeds then reinvested in new securities at lower yields due to the continuing low market interest rates.
Interest income from interest-earning deposits and cash equivalents decreased $31,000, or 73.8%, to $11,000 for the three months ended March 31, 2012, from $42,000 for the three months ended March 31, 2011. The decrease resulted primarily from a decrease in the average balance in interest-earning deposits and cash equivalents, which decreased $8.4 million, or 69.7%, to $3.7 million for the three months ended March 31, 2012, from $12.1 million for the three months ended March 31, 2011, primarily due to the maturing of certificates of deposit that were then reinvested into the Bank’s securities portfolio. The average yield on our interest-earning deposits and cash equivalents decreased 19 basis points, to 1.20% for the three months ended March 31, 2012, from 1.39% for the prior year period.
29
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Interest Expense. Interest expense decreased by $220,000 or 14.0%, to $1.3 million for the three months ended March 31, 2012, from $1.6 million for the prior year period. The decrease resulted from a decrease in the average rate we paid on all our interest-bearing liabilities between the three months ended March 31, 2012 and 2011, which was partially offset by an increase in the average balance of our interest-bearing liabilities between those two periods due to an increase in the average balance of short-term FHLB advances that was partially offset by a decrease in the average balance of interest-bearing deposits. The average rate we paid on interest-bearing liabilities decreased 24 basis points to 1.34% for the three months ended March 31, 2012, from 1.58% for the three months ended March 31, 2011, while the average balance of interest-bearing liabilities increased $5.0 million, or 1.2%, to $402.2 million for the three months ended March 31, 2012, from $397.3 million for the three months ended March 31, 2011.
Interest expense on certificates of deposit decreased $164,000, or 14.3%, to $983,000 for the three months ended March 31, 2012, from $1.1 million for the three months ended March 31, 2011. The decrease reflected a decline in the average rate paid on certificates of deposit, which decreased 27 basis points to 1.88% for the three months ended March 31, 2012, from 2.15% for the three months ended March 31, 2011, reflecting lower market rates. Also contributing to the decrease in interest expense on certificates of deposit for the three months ended March 31, 2012, as compared to the prior year period, was a decrease in the average balance of certificates of deposit, which decreased $3.6 million, or 1.7%, to $209.6 million for the three months ended March 31, 2012, from $213.2 million for the three months ended March 31, 2011, primarily as a result of the maturing of brokered certificates of deposit. Interest expense on our core deposits (consisting of checking accounts, NOW accounts, money market accounts and savings accounts) decreased $36,000, or 31.0%, to $80,000 for the three months ended March 31, 2012, from $116,000 for the prior year period, primarily as a result of decreases in the average rates paid on our core deposits between the three months ended March 31, 2012 and 2011. The average rate paid on NOW accounts decreased 16 basis points, the average rate paid on money market accounts decreased 5 basis points and the average rate paid on savings accounts decreased 4 basis points. Also contributing to the decrease in interest expense on our core deposits was a decrease in the average balance of core deposits, which decreased $3.8 million, or 2.9%, to $129.5 million for the three months ended March 31, 2012, from $133.3 million for the three months ended March 31, 2011. The decrease in the average balance of core deposits resulted primarily from a $10.2 million decrease in average deposits received from our participation in the Insured Network Deposits (“IND”) program administered by Promontory Interfinancial Network, LLC, the same company that administers our CDARS program. The IND program provides floating rate funding that comes from brokerage accounts across the nation in increments of $250,000 or less in order to provide full Federal Deposit Insurance Corporation insurance to customers. Partially offsetting the decrease in IND deposits were increases in our average business NOW account balances and our average consumer savings account balances, which increased $4.9 million in the aggregate for the three months ended March 31, 2012, when compared to the three months ended March 31, 2011.
Interest expense on FHLB advances decreased by $16,000 to $135,000 for the three months ended March 31, 2012, from $151,000 for the prior year period, with the average rate paid on FHLB advances decreasing 113 basis points to 1.64% for the three months ended March 31, 2012, from 2.77% for the three months ended March 31, 2011. Partially offsetting the decrease in the average rate was an increase in the average balance of FHLB advances, which increased $11.1 million, or 50.9%, to $32.9 million for the three months ended March 31, 2012, from $21.8 million for the three months ended March 31, 2011. The average balance of FHLB advances increased during the period due to a decrease in the average balance of interest-bearing deposit balances during the same period. Interest expense on securities sold under agreement to repurchase decreased by $12,000 to $85,000 for the three months ended March 31, 2012, from $97,000 for the prior year period. The average rate we paid on securities sold under agreement to repurchase decreased 34 basis points to 1.60% for the three months ended March 31, 2012, from 1.94% for the three months ended March 31, 2011, while the average balance of securities sold under agreement to repurchase increased $1.3 million, or 6.6%, to $21.3 million for the three months ended March 31, 2012, from $20.0 million for the three months ended March 31, 2011. The increase in the average balance of securities sold under agreement to repurchase was primarily due to an increase in local government deposits that were swept into securities sold under agreement to repurchase. Interest expense on trust preferred securities increased by $8,000 during the three months ended March 31, 2012, as compared to the prior year period as the average rate we paid on trust preferred securities increased by 35 basis points to 2.93% for the three months ended March 31, 2012, from 2.58% for the three months ended March 31, 2011, reflecting an increase in the trust preferred securities’ 3-month LIBOR index.
30
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Net Interest Income. Net interest income increased by $67,000, or 1.7%, to $4.0 million for the three months ended March 31, 2012, from $3.9 million for the three months ended March 31, 2011. Our net interest rate spread decreased 6 basis points to 3.21% for the three months ended March 31, 2012, from 3.27% for the three months ended March 31, 2011, as the yield on our interest-earning assets repriced downward faster than the cost of our interest-bearing liabilities. In our local market area, competition for loans pushed our yield on loans lower while the competition for deposits slowed the decline in interest rates paid on deposits. Our net interest margin decreased 7 basis points to 3.40% for the three months ended March 31, 2012, from 3.47% for the three months ended March 31, 2011. Our average net interest-earning assets increased by $11.4 million, or 20.4%, to $67.1 million for the three months ended March 31, 2012, from $55.7 million for the three months ended March 31, 2011. The increase in net interest-earning assets was due to an increase in the average balance of interest-earning assets, primarily due to an increase in investment securities that was partially offset by a decrease in interest-earning cash and cash equivalents and loans receivable. Partial funding for the increase in the average balance of interest-earning assets came from an increase in the average balance of non-interest-bearing checking deposits, which increased $8.5 million, or 15.5%, to $63.1 million for the three months ended March 31, 2012, form $54.6 million for the three months ended March 31, 2011, primarily due to an increase in business account balances.
Provision for Loan Losses. We recorded a provision for loan losses of $884,000 for the three months ended March 31, 2012, and a provision for loan losses of $329,000 for the three months ended March 31, 2011. The increase in the provision for loan losses for the three months ended March 31, 2012, as compared to the prior year period, was based primarily on the increase in net charge-offs between the two periods. Net charge-offs increased by $595,000 to $699,000 for the three months ended March 31, 2012, from $104,000 for the three months ended March 31, 2011. The allowance for loan losses was $6.0 million, or 1.73% of total loans receivable at March 31, 2012, compared to $5.2 million, or 1.48% of total loans receivable at March 31, 2011. The increase in the ratio of the allowance for loan losses to total loans receivable at March 31, 2012, was the result of an $810,000 increase in the balance of the allowance for loan losses between March 31, 2012 and March 31, 2011, coupled with a $4.4 million decrease in total loans receivable between March 31, 2012 and March 31, 2011. The allowance for loan losses, as a percentage of non-performing loans, was 174.2% at March 31, 2012, as compared to 89.5% at March 31, 2011. Gross impaired loans increased $5.8 million, or 124.7%, to $10.5 million at March 31, 2012, from $4.7 million at March 31, 2011, primarily due to the ongoing slow recovery of the economy and a $5.3 million addition to impaired loans due to two commercial customers that were put on non-accrual status. The recorded investment in impaired loans increased by $4.9 million, or 150.3%, to $8.2 million at March 31, 2012, from $3.3 million at March 31, 2011, after increasing the allocation to impaired loans in the allowance for loan losses by $890,000, or 64.0%, to $2.3 million at March 31, 2012, from $1.4 million at March 31, 2011. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at March 31, 2012 and 2011.
31
FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Other Income. Other income decreased $23,000 to $287,000 for the three months ended March 31, 2012, from $310,000 for the three months ended March 31, 2011. The decrease was primarily attributable to an increase in securities losses on principal payments received from mortgage-backed securities, with the loss increasing by $35,000 to $58,000 for the three months ended March 31, 2012, from $23,000 for the prior year period. Losses on mortgage-backed principal payments have increased due to recent additions to our mortgage-backed securities portfolio that were purchased at higher premium prices. The securities losses were partially offset by a $19,000 increase in debit card interchange revenue, which resulted from the increased use of debit cards issued by the Bank.
Other Expenses. Other expenses decreased $235,000, or 9.3%, to $2.3 million for the three months ended March 31, 2012, from $2.5 million for the three months ended March 31, 2011. Contributing to the decrease in non-interest expense during the first quarter of 2012 when compared to the prior year period was a $95,000 decrease in insurance expense due to a decrease in FDIC insurance assessments due to a change in the assessment base enacted into law by the Dodd-Frank Act and effective beginning with the second quarter of 2011. Also contributing to the decrease in non-interest expense was a $92,000 decrease in other expenses, which decreased to $404,000 for the three months ended March 31, 2012, from $496,000 for the three months ended March 31, 2011. The decrease in other expenses was due to a number of other expense reductions, including advertising and other real estate expenses, which decreased a total of $46,000. Equipment and occupancy expenses also decreased $63,000 to $234,000 for the three months ended March 31, 2012, from $297,000 for the three months ended March 31, 2011, including a $31,000 decrease in equipment depreciation and maintenance expenses and an $18,000 decrease in lease expenses due to the closing of the former Guaranty Bank drive-through on Ninth Street in Huntington during the second quarter of 2011. Partially offsetting the decreases in non-interest expenses was a $29,000 increase in data processing due to increased maintenance costs, an increase in the number of transactions processed, and the addition of remote deposit capture services.
Income Tax Expense. The provision for income taxes was $324,000 for the three months ended March 31, 2012, compared with $432,000 for the prior year period. Our effective tax rate was 29.5% for the three months ended March 31, 2012, compared to 31.4% for the three months ended March 31, 2011, with the decrease in the effective tax rate reflecting an increase in the ratio of non-taxable interest income received from municipal bond investments when compared to total interest income.
Liquidity is the ability to fund assets and meet obligations as they come due. Our primary sources of funds consist of deposit inflows, loan repayments, repurchase agreements, advances from the Federal Home Loan Bank of Pittsburgh, lines of credit with other financial institutions and maturities and sales of securities. In addition, we have the ability to collateralize borrowings in the wholesale markets. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Board of Directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We seek to maintain a ratio of liquid assets (not subject to pledge) as a percentage of deposits and borrowings (not subject to pledge) of 20% or greater. However, should the ratio be less than 20%, there should be sufficient sources of contingent liquidity in order to satisfy this 20% requirement. At March 31, 2012, this ratio was 23.92% with a contingent liquidity ratio of 40.69%. Contingent sources of liquidity include $112.7 million of additional borrowing capacity with the Federal Home Loan Bank of Pittsburgh and $21.5 million of unused lines of credit with other financial institutions. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of March 31, 2012.
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We regularly adjust our investments in liquid assets based upon our assessment of:
(i)
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expected loan demand and repayment;
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(ii)
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expected deposit flows;
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(iii)
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yields available on interest-earning deposits and securities; and
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(iv)
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the objectives of our asset/liability management program.
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Excess cash is invested generally in interest-earning deposits and short- and intermediate-term securities.
Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing and investing activities during any given period. At March 31, 2012, cash and cash equivalents totaled $13.1 million. At March 31, 2012, we had no loans classified as held for sale. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $94.6 million at March 31, 2012, and we had $21.2 million in outstanding borrowings at March 31, 2012. We had $112.7 million of remaining borrowing capacity available at the Federal Home Loan Bank of Pittsburgh as of March 31, 2012.
At March 31, 2012, we had $6.7 million in outstanding loan commitments. In addition to outstanding loan commitments, we had $57.6 million in unused lines of credit to borrowers. Certificates of deposit due within one year of March 31, 2012 totaled $106.8 million, or 26.1% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including loan sales, other deposit products, including replacement certificates of deposit, securities sold under agreements to repurchase (repurchase agreements) and advances from the Federal Home Loan Bank of Pittsburgh and other borrowing sources. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before March 31, 2013. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
First Sentry Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2012, First Sentry Bank exceeded all regulatory capital requirements. First Sentry Bank is considered “well capitalized” under regulatory guidelines.
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we originate.
Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities and agreements with respect to investments.
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Not required for smaller reporting companies.
An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2012. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended March 31, 2012, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
The Company and its subsidiaries are subject to various legal actions that are considered ordinary routine litigation incidental to the business of the Company, and no claim for money damages exceeds ten percent of the Company’s consolidated assets. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.
Not required for smaller reporting companies.
Not applicable.
None
Not applicable.
None
The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed on the “Index to Exhibits” immediately following the Signatures.
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FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FIRST SENTRY BANCSHARES, INC.
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(Registrant)
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Date: May 15, 2012
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/s/ Geoffrey S. Sheils | ||
Geoffrey S. Sheils
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President and Chief Executive Officer
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Date: May 15, 2012 |
/s/ Richard D. Hardy
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||
Richard D. Hardy
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Senior Vice President and Chief Financial Officer
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FIRST SENTRY BANCSHARES, INC. AND SUBSIDIARY
INDEX TO EXHIBITS
Exhibit
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||
Number | Description | |
101.INS |
XBRL Instance Document
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document
|
|
101.CAL |
XBRL Taxonomy Calculation Linkbase Document
|
|
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB |
XBRL Taxonomy Label Linkbase Document
|
|
101.PRE |
XBRL Taxonomy Presentation Linkbase Document
|
37