UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 000-23565
EASTERN VIRGINIA BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| | |
VIRGINIA | | 54-1866052 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
330 Hospital Road, Tappahannock, Virginia | | 22560 |
(Address of principal executive offices) | | (Zip Code) |
(804) 443-8423
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrant’s Common Stock outstanding as of July 31, 2007 was 6,051,161.
Explanatory Note
Eastern Virginia Bankshares, Inc. is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended June 30, 2007 to correct a presentation error in the balance sheet of our original filing on August 3, 2007. In the original filing, a line in the balance sheet labeled “Accrued interest receivable” was inadvertently excluded and a line labeled “Other real estate” was inadvertently included. While the balance sheet total was correct, it would not foot correctly. The correct amount for accrued interest receivable was $4,251, 000 for June 30, 2007 and $4,132,000 for December 31, 2006, as set forth in this Amendment No. 1.
Except as identified in the immediately preceding paragraph, no other items included in the original Form 10 – Q have been amended, other than the exhibit list to reflect new certifications. This Amendment No. 1 on Form 10-Q/A does not modify or update the financial statements, footnotes or any other disclosures as contained in the original Form 10-Q, except as noted above.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Eastern Virginia Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
| | | | | | | | |
| | June 30 2007 | | | December 31 2006 | |
| | (unaudited) | | | | |
Assets: | | | | | | | | |
Cash and due from banks | | $ | 16,269 | | | $ | 14,004 | |
Federal funds sold | | | 178 | | | | 22,411 | |
Securities available for sale, at fair value | | | 144,340 | | | | 127,167 | |
Loans, net of unearned income | | | 682,799 | | | | 650,492 | |
Allowance for loan losses | | | (7,205 | ) | | | (7,051 | ) |
| | | | | | | | |
Total loans, net | | | 675,594 | | | | 643,441 | |
Deferred income taxes | | | 4,545 | | | | 4,498 | |
Bank premises and equipment, net | | | 17,262 | | | | 16,906 | |
Accrued interest receivable | | | 4,251 | | | | 4,132 | |
Goodwill | | | 5,725 | | | | 5,725 | |
Other assets | | | 13,739 | | | | 13,114 | |
| | | | | | | | |
Total assets | | $ | 881,903 | | | $ | 851,398 | |
| | | | | | | | |
| | |
Liabilities and Shareholders’ Equity: | | | | | | | | |
Liabilities | | | | | | | | |
Noninterest-bearing demand accounts | | $ | 99,433 | | | $ | 99,253 | |
Interest-bearing deposits | | | 560,396 | | | | 554,726 | |
| | | | | | | | |
Total deposits | | | 659,829 | | | | 653,979 | |
Federal funds purchased | | | 6,978 | | | | — | |
Federal Home Loan Bank advances | | | 99,786 | | | | 90,500 | |
Trust preferred debt | | | 10,310 | | | | 10,310 | |
Accrued interest payable | | | 3,481 | | | | 2,278 | |
Other liabilities | | | 10,960 | | | | 6,524 | |
| | | | | | | | |
Total liabilities | | | 791,344 | | | | 763,591 | |
| | |
Shareholders’ Equity | | | | | | | | |
Common stock of $2 par value per share, authorized 50,000,000 shares, issued and outstanding | | | | | | | | |
6,089,020 and 6,083,294, respectively | | | 12,189 | | | | 12,166 | |
Surplus | | | 21,309 | | | | 21,276 | |
Retained earnings | | | 61,518 | | | | 58,731 | |
Accumulated other comprehensive (loss), net | | | (4,457 | ) | | | (4,366 | ) |
| | | | | | | | |
Total shareholders’ equity | | | 90,559 | | | | 87,807 | |
Total liabilities and shareholders’ equity | | $ | 881,903 | | | $ | 851,398 | |
| | | | | | | | |
See Notes to Consolidated Financial Statements
1
Eastern Virginia Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income(Unaudited)
(Dollars in thousands except per share amounts)
| | | | | | | | | | | | |
| | Three Months Ended June 30 | | Six Months Ended June 30 |
| | 2007 | | 2006 | | 2007 | | 2006 |
Interest and Dividend Income | | | | | | | | | | | | |
Loans and fees on loans | | $ | 12,564 | | $ | 10,876 | | $ | 24,654 | | $ | 20,972 |
Interest on investments: | | | | | | | | | | | | |
Taxable interest income | | | 1,164 | | | 1,106 | | | 2,264 | | | 2,240 |
Tax exempt interest income | | | 335 | | | 364 | | | 664 | | | 731 |
Dividends | | | 125 | | | 87 | | | 207 | | | 131 |
Interest on federal funds sold | | | 186 | | | 36 | | | 500 | | | 76 |
| | | | | | | | | | | | |
Total interest and dividend income | | | 14,374 | | | 12,469 | | | 28,289 | | | 24,150 |
| | | | |
Interest Expense | | | | | | | | | | | | |
Deposits | | | 4,801 | | | 3,481 | | | 9,392 | | | 6,757 |
Federal funds purchased | | | 5 | | | 39 | | | 5 | | | 79 |
Interest on FHLB advances | | | 1,094 | | | 782 | | | 2,096 | | | 1,474 |
Interest on trust preferred debt | | | 207 | | | 204 | | | 415 | | | 386 |
| | | | | | | | | | | | |
Total interest expense | | | 6,107 | | | 4,506 | | | 11,908 | | | 8,696 |
| | | | | | | | | | | | |
Net interest income | | | 8,267 | | | 7,963 | | | 16,381 | | | 15,454 |
Provision for Loan Losses | | | 150 | | | 204 | | | 303 | | | 317 |
| | | | | | | | | | | | |
Net interest income after provision for loan losses | | $ | 8,117 | | $ | 7,759 | | $ | 16,078 | | $ | 15,137 |
Noninterest Income | | | | | | | | | | | | |
Service charges and fees on deposit accounts | | | 907 | | | 825 | | | 1,737 | | | 1,543 |
Gain on sale of available for sale securities, net | | | — | | | 27 | | | — | | | 31 |
Gain on sale of OREO or fixed assets | | | — | | | 26 | | | — | | | 26 |
Other operating income | | | 570 | | | 427 | | | 1,089 | | | 854 |
| | | | | | | | | | | | |
Total noninterest income | | | 1,477 | | | 1,305 | | | 2,826 | | | 2,454 |
| | | | | | | | | | | | |
Noninterest Expenses | | | | | | | | | | | | |
Salaries and benefits | | | 3,516 | | | 3,591 | | | 7,180 | | | 7,324 |
Net occupancy and equipment expense | | | 1,029 | | | 986 | | | 2,039 | | | 1,957 |
Consultant fees | | | 158 | | | 188 | | | 296 | | | 441 |
Telephone | | | 150 | | | 138 | | | 297 | | | 279 |
Marketing and advertising | | | 296 | | | 345 | | | 495 | | | 492 |
Other operating expenses | | | 1,225 | | | 1,315 | | | 2,345 | | | 2,443 |
| | | | | | | | | | | | |
Total noninterest expenses | | | 6,374 | | | 6,563 | | | 12,652 | | | 12,936 |
| | | | | | | | | | | | |
Income before income taxes | | | 3,220 | | | 2,501 | | | 6,252 | | | 4,655 |
Income Tax Expense | | | 905 | | | 700 | | | 1,829 | | | 1,303 |
| | | | | | | | | | | | |
Net income | | $ | 2,315 | | $ | 1,801 | | $ | 4,423 | | $ | 3,352 |
| | | | | | | | | | | | |
Earnings per share, assuming dilution | | $ | 0.38 | | $ | 0.37 | | $ | 0.73 | | $ | 0.68 |
Dividends per share | | $ | 0.16 | | $ | 0.16 | | $ | 0.32 | | $ | 0.31 |
See Notes to Consolidated Financial Statements
2
Eastern Virginia Bankshares, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in thousands)
| | | | | | | | |
| | Six Months Ended June 30 | |
| | 2007 | | | 2006 | |
Cash Flows from Operating Activities | | | | | | | | |
Net income | | $ | 4,423 | | | $ | 3,352 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and investment amortization/accretion, net | | | 990 | | | | 1,215 | |
Provision for loan losses | | | 303 | | | | 317 | |
(Gain) realized on available for sale securities | | | — | | | | (31 | ) |
(Gain on sale of fully depreciated fixed assets | | | — | | | | (26 | ) |
(Increase) in other assets | | | (672 | ) | | | (1,216 | ) |
Increase in other liabilities | | | 5,639 | | | | 990 | |
| | | | | | | | |
Net cash provided by operating activities | | | 10,683 | | | | 4,601 | |
Cash Flows from Investing Activities | | | | | | | | |
Proceeds from sales of securities available for sale | | | — | | | | 1,298 | |
Proceeds from maturities, calls, and paydowns of securities | | | 3,552 | | | | 5,288 | |
Purchase of debt securities | | | (20,597 | ) | | | — | |
Purchase of restricted stock | | | (375 | ) | | | (1,436 | ) |
Net increase in loans | | | (32,456 | ) | | | (37,930 | ) |
Sale of fixed assets | | | — | | | | 26 | |
Purchases of bank premises and equipment | | | (1,309 | ) | | | (684 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (51,185 | ) | | | (33,438 | ) |
Cash Flows from Financing Activities | | | | | | | | |
Net (decrease) in noninterest bearing and interest bearing demand deposits and savings accounts | | | 4,646 | | | | (18,791 | ) |
Net increase in certificates of deposit | | | 1,204 | | | | 15,252 | |
Issuance of common stock under dividend reinvestment plan | | | 205 | | | | 194 | |
Stock based compensation | | | 126 | | | | 100 | |
Stock options exercised | | | 37 | | | | 13 | |
Dividends declared | | | (1,948 | ) | | | (1,522 | ) |
Increase in federal funds purchased | | | 6,978 | | | | (6,822 | ) |
Increase in FHLB advances | | | 9,286 | | | | 39,286 | |
| | | | | | | | |
Net cash provided by financing activities | | | 20,534 | | | | 27,710 | |
| | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | (19,968 | ) | | | (1,127 | ) |
Cash and cash equivalents | | | | | | | | |
Beginning of period | | | 36,415 | | | | 21,516 | |
| | | | | | | | |
End of period | | $ | 16,447 | | | $ | 20,389 | |
| | | | | | | | |
Supplemental Disclosures of Cash Flow Information | | | | | | | | |
Cash paid for: | | | | | | | | |
Interest on deposits and other borrowings | | $ | 13,112 | | | $ | 8,801 | |
Income taxes | | $ | 2,084 | | | $ | 1,832 | |
Loans transferred to other real estate owned | | $ | — | | | $ | — | |
See Notes to Consolidated Financial Statements
3
EASTERN VIRGINIA BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. | The accompanying unaudited consolidated financial statements, prepared in accordance with instructions for Form 10-Q, do not include all of the information and notes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. However, in the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position of Eastern Virginia Bankshares, Inc. (“we”, “us”, or “our”) at June 30, 2007. The statements should be read in conjunction with the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”). Certain previously reported amounts have been reclassified to conform to current period presentation. |
We were organized and chartered under the laws of the Commonwealth of Virginia on September 5, 1997 and commenced operations effective December 29, 1997 when Southside Bank and Bank of Northumberland, Inc. became our wholly owned subsidiaries. The transaction was accounted for using the pooling-of-interest method of accounting. We opened our third subsidiary in May 2000 when Hanover Bank began operations in Hanover County, Virginia. On April 24, 2006, we completed the conversion to a one-bank holding company by merging the three banking subsidiaries. The new bank began operating under the name “EVB” on April 24, 2006. All significant inter-company transactions and accounts have been eliminated in consolidation.
The results of operations for the three and six month periods ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year.
2. | Our amortized cost and estimated fair values of securities at June 30, 2007 and December 31, 2006 were as follows: |
| | | | | | | | | | | | |
| | June 30, 2007 |
(dollars in thousands) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Available for Sale: | | | | | | | | | | | | |
Obligations of U.S. Government agencies | | $ | 38,754 | | $ | 13 | | $ | 526 | | $ | 38,241 |
Mortgage-backed securities | | | 26,699 | | | 1 | | | 1,009 | | | 25,691 |
State and political subdivisions | | | 36,503 | | | 142 | | | 564 | | | 36,081 |
Corporate, CMO and other securities | | | 39,095 | | | 26 | | | 1,956 | | | 37,165 |
Restricted securities | | | 7,162 | | | — | | | — | | | 7,162 |
| | | | | | | | | | | | |
Total | | $ | 148,213 | | $ | 182 | | $ | 4,055 | | $ | 144,340 |
| | | | | | | | | | | | |
| |
| | December 31, 2006 |
(dollars in thousands) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
Available for Sale: | | | | | | | | | | | | |
Obligations of U.S. Government agencies | | $ | 31,596 | | $ | 32 | | $ | 496 | | $ | 31,132 |
Mortgage-backed securities | | | 29,253 | | | 5 | | | 701 | | | 28,557 |
State and political subdivisions | | | 32,429 | | | 352 | | | 1,844 | | | 30,937 |
Corporate, CMO and other securities | | | 30,836 | | | 37 | | | 1,119 | | | 29,754 |
Restricted securities | | | 6,787 | | | — | | | — | | | 6,787 |
| | | | | | | | | | | | |
Total | | $ | 130,901 | | $ | 426 | | $ | 4,160 | | $ | 127,167 |
| | | | | | | | | | | | |
There are no securities classified as “Held to Maturity”.
4
At June 30, 2007, investments in an unrealized loss position that were temporarily impaired were as follows:
| | | | | | | | | | | | | | | | | | |
| | June 30, 2007 |
| | Less than 12 months | | 12 months or more | | Total |
(dollars in thousands) Description of Securities | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
Obligations of U. S. Government agencies | | $ | 3,638 | | $ | 9 | | $ | 27,611 | | $ | 517 | | $ | 31,249 | | $ | 526 |
Mortgage-backed securities | | | 483 | | | 10 | | | 35,093 | | | 1,385 | | | 35,576 | | | 1,395 |
State and political subdivisions | | | 10,649 | | | 73 | | | 7,952 | | | 491 | | | 18,601 | | | 564 |
Corporate, CMO and other securities | | | 1,774 | | | 278 | | | 9,548 | | | 1,292 | | | 11,322 | | | 1,570 |
| | | | | | | | | | | | | | | | | | |
| | $ | 16,544 | | $ | 370 | | $ | 80,204 | | $ | 3,685 | | $ | 96,748 | | $ | 4,055 |
| | | | | | | | | | | | | | | | | | |
Bonds with unrealized loss positions of less than 12 months duration at June 30, 2007 included 4 federal agencies, 1 corporate bond, 2 mortgage-backed securities, 2 federal agency preferred stocks and 31 municipal bonds. Securities with losses of 12 months or greater duration included 30 federal agencies, 44 mortgage-backed securities, 12 corporate bonds, 23 municipal bonds, 3 collateralized mortgage obligations (“CMO”) and 1 federal agency preferred stock. The unrealized loss positions at June 30, 2007 were primarily related to interest rate movements. Holdings of GMAC and Ford Motor Credit Corp. contained unrealized loss positions because these securities have been downgraded by Moodys and Standard & Poors rating agencies to levels below investment grade. As of June 30, 2007, we held $3.3 million in GMAC bonds and $250 thousand in Ford Motor Credit Corp. bonds. These holdings are monitored regularly by our Chief Financial Officer and reported to the EVB Board on a monthly basis. Given the attractive yield, our ability and intent to hold until maturity or principal recovery and the belief that the risk of default is remote, we have not recommended sale of the holdings and believe the unrealized loss is temporary.
At December 31, 2006, investments in an unrealized loss position that were temporarily impaired were as follows:
| | | | | | | | | | | | | | | | | | |
| | December 31, 2006 |
| | Less than 12 months | | 12 months or more | | Total |
(dollars in thousands) Description of Securities | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
Obligations of U. S. Government agencies | | $ | — | | $ | — | | $ | 29,123 | | $ | 496 | | $ | 29,123 | | $ | 496 |
Mortgage-backed securities | | | — | | | — | | | 28,016 | | | 728 | | | 28,016 | | | 728 |
State and political subdivisions | | | 3,680 | | | 22 | | | 4,718 | | | 1,822 | | | 8,398 | | | 1,844 |
Corporate, CMO and other securities | | | — | | | — | | | 20,756 | | | 1,092 | | | 20,756 | | | 1,092 |
| | | | | | | | | | | | | | | | | | |
| | $ | 3,680 | | $ | 22 | | $ | 82,613 | | $ | 4,138 | | $ | 86,293 | | $ | 4,160 |
| | | | | | | | | | | | | | | | | | |
5
3. | Our loan portfolio was composed of the following at the dates indicated: |
| | | | | | | | | | | | |
(Dollars in thousands) | | (unaudited) June 30 2007 | | | (audited) December 31 2006 | | | (unaudited) June 30 2006 | |
Commercial, industrial and agricultural loans | | $ | 58,028 | | | $ | 59,859 | | | $ | 58,792 | |
Residential real estate mortgage loans | | | 303,509 | | | | 288,114 | | | | 267,323 | |
Real estate construction loans | | | 90,220 | | | | 85,910 | | | | 71,173 | |
Commercial real estate loans | | | 178,034 | | | | 164,948 | | | | 162,824 | |
Consumer loans | | | 51,655 | | | | 51,446 | | | | 51,717 | |
All other loans | | | 1,404 | | | | 305 | | | | 240 | |
| | | | | | | | | | | | |
Total loans | | | 682,850 | | | | 650,582 | | | | 612,069 | |
Less unearned income | | | (51 | ) | | | (90 | ) | | | (180 | ) |
| | | | | | | | | | | | |
Total loans net of unearned discount | | | 682,799 | | | | 650,492 | | | | 611,889 | |
Less allowance for loan losses | | | (7,205 | ) | | | (7,051 | ) | | | (6,792 | ) |
| | | | | | | | | | | | |
Net loans | | $ | 675,594 | | | $ | 643,441 | | | $ | 605,097 | |
| | | | | | | | | | | | |
We had $2.2 million in non-performing loans at June 30, 2007 that included $1.1 million in loans past due 90 days or more but still accruing and $1.0 million in nonaccrual loans.
4. | Our allowance for loan losses was as follows at the dates indicated: |
| | | | | | | | | | | | |
(Dollars in thousands) | | (unaudited) June 30 2007 | | | (audited) December 31 2006 | | | (unaudited) June 30 2006 | |
Balance January 1 | | $ | 7,051 | | | $ | 6,601 | | | $ | 6,601 | |
Provision charged against income | | | 303 | | | | 725 | | | | 317 | |
Recoveries of loans charged off | | | 261 | | | | 495 | | | | 265 | |
Loans charged off | | | (410 | ) | | | (770 | ) | | | (391 | ) |
| | | | | | | | | | | | |
Balance at end of period | | $ | 7,205 | | | $ | 7,051 | | | $ | 6,792 | |
| | | | | | | | | | | | |
Following is a summary pertaining to impaired loans:
| | | | | | |
| | June 30 2007 | | December 31 2006 |
| | (in thousands) |
Impaired loans for which an allowance has been provided | | $ | 4,014 | | $ | 3,653 |
| | | | | | |
Allowance related to impaired loans | | $ | 713 | | $ | 601 |
| | | | | | |
Average balance of impaired loans | | $ | 4,031 | | $ | 11,927 |
| | | | | | |
No additional funds are committed to be advanced in connection with impaired loans. Nonaccrual loans excluded from impaired loan disclosure under Statement of Financial Accounting Standards (“SFAS”) No. 114 amounted to $485 thousand and $103 thousand at June 30, 2007 and December 31, 2006, respectively.
6
5. | Borrowings from the Federal Home Loan Bank of Atlanta are disclosed below. We utilize FHLB borrowings for two purposes: (a) to match funds for specific loans or investments as an interest rate risk management tool and (b) for general funding of loan growth when the cost of borrowing is substantially below that of aggressive deposit funding. |
| | | | | | | | | |
| | (unaudited) June 30 | | (audited) December 31 | | (unaudited) June 30 |
| | 2007 | | 2006 | | 2006 |
Amortizing advances | | $ | 4,286 | | $ | 5,000 | | $ | 5,714 |
Convertible advances | | | 95,500 | | | 85,500 | | | 85,500 |
| | | | | | | | | |
Total advances | | $ | 99,786 | | $ | 90,500 | | $ | 91,214 |
| | | | | | | | | |
The table presented below shows the maturities and potential call dates of FHLB advances. All but $4.3 million of the FHLB borrowings are convertible advances that have a call provision.
| | | | | | | | | | | | |
| | Maturities Amount | | Avg Rate | | | Callable Amount | | Avg Rate | |
2007 | | $ | 714 | | 3.15 | % | | $ | 22,000 | | 4.77 | % |
2008 | | | 1,429 | | 3.15 | % | | | 30,000 | | 4.43 | % |
2009 | | | 1,429 | | 3.15 | % | | | 25,000 | | 4.32 | % |
2010 | | | 5,714 | | 5.57 | % | | | 18,500 | | 4.02 | % |
2011 | | | 10,000 | | 5.01 | % | | | — | | | |
2015 | | | 20,500 | | 3.78 | % | | | — | | | |
2016 | | | 10,000 | | 4.85 | % | | | — | | | |
2017 | | | 50,000 | | 4.36 | % | | | — | | | |
| | | | | | | | | | | | |
Total | | $ | 99,786 | | 4.38 | % | | $ | 95,500 | | 4.40 | % |
| | | | | | | | | | | | |
6. | The following table shows the weighted average number of shares used in computing per share earnings and the effect on the weighted average number of shares of diluted potential common stock. Potential dilutive common stock had no effect on earnings per share otherwise available to shareholders for the three and six month periods ended June 30, 2007 and June 30, 2006. |
| | | | | | | | | | |
| | Three Months Ended |
| | June 30, 2007 | | June 30, 2006 |
| | Shares | | Per Share Amount | | Shares | | Per Share Amount |
Basic earnings per share | | 6,092,168 | | $ | 0.38 | | 4,912,868 | | $ | 0.37 |
Effect of dilutive securities, stock options | | 7,891 | | | 0.00 | | 15,036 | | | 0.00 |
| | | | | | | | | | |
Diluted earnings per share | | 6,100,059 | | $ | 0.38 | | 4,927,904 | | $ | 0.37 |
| |
| | Six Months Ended |
| | June 30, 2007 | | June 30, 2006 |
| | Shares | | Per Share Amount | | Shares | | Per Share Amount |
Basic earnings per share | | 6,089,030 | | $ | 0.73 | | 4,910,342 | | $ | 0.68 |
Effect of dilutive securities, stock options | | 8,494 | | | 0.00 | | 14,443 | | | 0.00 |
| | | | | | | | | | |
Diluted earnings per share | | 6,097,524 | | $ | 0.73 | | 4,924,785 | | $ | 0.68 |
At June 30, 2007 and 2006, respectively, options to acquire 145,112 shares and 29,525 shares of common stock were not included in computing diluted earnings per common share because their effects were anti-dilutive.
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7. | On September 21, 2000, we adopted the Eastern Virginia Bankshares, Inc. 2000 Stock Option Plan to provide a means for selected key employees and directors to increase their personal financial interest in our company, thereby stimulating their efforts and strengthening their desire to remain with us. Under the Plan, up to 400,000 shares of Company common stock may be granted. No options may be granted under the Plan after September 21, 2010. On April 17, 2003, the shareholders approved the 2003 Stock Incentive Plan, amending and restating the 2000 Plan while still authorizing the issuance of up to 400,000 shares of common stock. There are 151,243 shares still available under that Plan. |
On April 19, 2007, our shareholders approved the Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan to enhance our ability to recruit and retain officers, directors and employees with ability and initiative and to encourage such persons to have a greater financial interest in the company. That Plan authorizes the Company to issue up to 400,000 additional shares of common stock. No awards have been issued under this Plan.
In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”. SFAS 123R requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, such as stock options, based on the fair value of those awards at the date of grant. We had already adopted SFAS No. 123 in 2002 and began recognizing compensation expense for stock option grants in that year, as all such grants had an exercise price not less than the fair market value on the date of the grant.
SFAS 123R also requires that new awards to employees eligible for retirement prior to the awards becoming fully vested be recognized as compensation cost over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. Our stock options granted to eligible participants prior to the adoption of SFAS 123R that had an accelerated vesting feature associated with employee retirement are being recognized, as required, as compensation cost over the vesting period except in the instance of participant’s actual retirement.
For the three and six month periods ended June 30, 2007 and 2006, stock option compensation expense of $63 thousand and $126 thousand for 2007, and $47 thousand and $100 thousand for 2006 were included in salary and benefit expense.
Stock option compensation expense is the estimated fair value of options granted, amortized on a straight-line basis over the requisite service period for each stock grant award. Through June 30, there have been no awards issued in 2007. The weighted average estimated fair value of stock options granted in the years 2006, 2005 and 2004 was $5.40, $5.31 and $5.78, respectively. Fair value is estimated using the Black-Scholes option-pricing model with the assumptions indicated in the table below:
| | | | | | | | | |
| | 2006 | | | 2005 | | | 2004 | |
Dividend rate: | | 2.97 | % | | 2.76 | % | | 2.78 | % |
Price Volatility | | 22.94 | % | | 23.61 | % | | 24.99 | % |
Risk-free interest rate | | 4.65 | % | | 4.13 | % | | 4.95 | % |
Expected life: | | 10 Years | | | 10 Years | | | 10 Years | |
The dividend rate is calculated as the average quarterly dividend yield on our stock since our inception in December 1997 by dividing the quarterly dividend by the average closing price of the stock for the quarter. Volatility is a measure of the standard deviation of the daily closing stock price plus dividend yield for the same period. The risk-free interest rate is the 10 year Treasury strip rate on the date of the grant. The expected life is 10 years, but could be shorter in the event of a change in control of the company or if a participant reaches his or her full retirement age of 65.
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| | | | | | | | | | | |
| | Shares | | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (in years) | | Aggregate Intrinsic Value (in thousands) |
Outstanding at beginning of year | | 213,832 | | | $ | 21.19 | | | | | |
Granted | | — | | | | | | | | | |
Exercised | | (2,320 | ) | | | 16.10 | | | | | |
Forfeited | | (1,500 | ) | | | 20.86 | | | | | |
| | | | | | | | | | | |
Outstanding at June 30 2007 | | 210,012 | | | $ | 21.25 | | 7.65 | | $ | 352 |
Options exercisable at June 30, 2007 | | 22,625 | | | | 16.10 | | 4.75 | | $ | 133 |
As of June 30, 2007, there was $477 thousand of unrecognized compensation expense related to stock options that will be recognized over the remaining requisite service period of approximately 1.99 years. There were no options granted in the three- or six-month periods ended June 30, 2007 or 2006. There were 1,095 shares exercised in the three months and 2,320 shares exercised in the six months ended June 30, 2007 at an average price of $16.10 providing cash proceeds of $18 thousand and $37 thousand, respectively. Those shares had an intrinsic value at time of exercise of $7 thousand and $15 thousand, respectively. There were no shares exercised or exercisable in the first six months of 2006.
8. | Components of net periodic benefit cost were as follows for the periods indicated: |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30 | | | Six Months Ended June 30 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
| | (in thousands) | | | (in thousands) | |
Components of Net Periodic Benefit Cost | | | | | | | | | | | | | | | | |
Service cost | | $ | 373 | | | $ | 350 | | | $ | 746 | | | $ | 700 | |
Interest cost | | | 196 | | | | 179 | | | | 392 | | | | 358 | |
Expected return on plan assets | | | (189 | ) | | | (163 | ) | | | (378 | ) | | | (326 | ) |
Amortization of prior service cost | | | 6 | | | | 5 | | | | 11 | | | | 10 | |
Amortization of net obligation at transition | | | 1 | | | | 1 | | | | 2 | | | | 2 | |
Recognized net actuarial loss | | | 20 | | | | 33 | | | | 40 | | | | 66 | |
| | | | | | | | | | | | | | | | |
Net periodic benefit cost | | $ | 407 | | | $ | 405 | | | $ | 813 | | | $ | 810 | |
| | | | | | | | | | | | | | | | |
We made our required 2007 fiscal year contribution to the pension plan in December 2006 in the amount of $1.62 million. We anticipate that we will make our 2008 contribution in December 2007. The pension plan has a fiscal year ending September 30, providing us flexibility as to the calendar year in which we make pension plan contributions. We estimate that our 2008 contribution to the plan in late 2007 will be approximately $1.62 million.
9. | In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements but may change current practice for some entities. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. We do not expect the implementation of SFAS 157 to have a material impact on our consolidated financial statements. |
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In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of this Statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The fair value option established by this Statement permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied instrument by instrument and is irrevocable. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We are in the process of evaluating the impact SFAS 159 may have on our consolidated financial statements.
10. | The following table displays detail of comprehensive income for the three and six month periods ended June 30, 2007 and 2006: |
| | | | | | | | | | | | | | | | |
(in thousands) | | Three Months Ended June 30 | | | Six Months Ended June 30 | |
| | 2007 | | | 2006 | | | 2007 | | | 2006 | |
Net income | | $ | 2,315 | | | $ | 1,801 | | | $ | 4,423 | | | $ | 3,352 | |
Unrealized (losses) on securities available for sale, net of tax expense | | | (1,073 | ) | | | (1,578 | ) | | | (91 | ) | | | (1,979 | ) |
Less: reclassification adjustment, net of tax | | | — | | | | (18 | ) | | | — | | | | (20 | ) |
| | | | | | | | | | | | | | | | |
Total comprehensive income | | $ | 1,242 | | | $ | 205 | | | $ | 4,332 | | | $ | 1,353 | |
| | | | | | | | | | | | | | | | |
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PART II—OTHER INFORMATION
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Exhibit 10.1 – | | Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan* |
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Exhibit 31.1 – | | Rule 13a-14(a) Certification of Chief Executive Officer* |
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Exhibit 31.2 – | | Rule 13a-14(a) Certification of Chief Financial Officer* |
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Exhibit 31.3 – | | Rule 13a-14(a) Certification of Chief Executive Officer (Amendment No. 1)** |
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Exhibit 31.4 – | | Rule 13a-14(a) Certification of Chief Financial Officer (Amendment No. 1)** |
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Exhibit 32.1 – | | Section 906 Certification of Chief Executive Officer* |
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Exhibit 32.2 – | | Section 906 Certification of Chief Financial Officer* |
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Exhibit 32.3 – | | Section 906 Certification of Chief Executive Officer (Amendment No. 1)** |
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Exhibit 32.4 – | | Section 906 Certification of Chief Financial Officer (Amendment No. 1)** |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Eastern Virginia Bankshares, Inc. |
|
/s/ Joe A. Shearin |
Joe A. Shearin |
President and Chief Executive Officer |
|
/s/ Ronald L. Blevins |
Ronald L. Blevins |
Chief Financial Officer |
|
Date: August 8, 2007 |
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Exhibit Index
| | |
Exhibit 10.1 – | | Eastern Virginia Bankshares, Inc. 2007 Equity Compensation Plan* |
| |
Exhibit 31.1 – | | Rule 13a-14(a) Certification of Chief Executive Officer* |
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Exhibit 31.2 – | | Rule 13a-14(a) Certification of Chief Financial Officer* |
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Exhibit 31.3 – | | Rule 13a-14(a) Certification of Chief Executive Officer (Amendment No. 1)** |
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Exhibit 31.4 – | | Rule 13a-14(a) Certification of Chief Financial Officer (Amendment No. 1)** |
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Exhibit 32.1 – | | Section 906 Certification of Chief Executive Officer* |
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Exhibit 32.2 – | | Section 906 Certification of Chief Financial Officer* |
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Exhibit 32.3 – | | Section 906 Certification of Chief Executive Officer (Amendment No. 1)** |
| |
Exhibit 32.4 – | | Section 906 Certification of Chief Financial Officer (Amendment No. 1)** |
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