Citizens Bancorp of Virginia (CZBT) Inactive
Filed: 7 Apr 06, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-K/A
(Amendment No. 1)
__________________________
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-50576
__________________________
CITIZENS BANCORP OF VIRGINIA, INC.
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation or organization) | 20-0469337 (I.R.S. Employer Identification No.) |
126 South Main Street Blackstone, VA (Address of principal executive offices) | 23824 (Zip Code) |
Registrant’s telephone number, including area code (434) 292-7221
__________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.50 Par Value
__________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 
Yes 
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 past 90 days. Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K.
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 Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of voting stock held by non-affiliates was $42,102,938 on June 30, 2005.
The number of outstanding shares of Common Stock as of the latest practicable date was 2,440,750 as of March 23, 2006.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be distributed to shareholders for the 2006 Annual Meeting of Shareholders scheduled to be held on May 17, 2006.
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EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 on Form 10-K/A in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, solely for the purpose of amending the “Interest Sensitivity Gap Analysis” table included in Part II, Item 7A, on page 36 of the Form 10-K filed on April 5, 2006.
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ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential risk to earnings and/or equity value due to changes in interest rates and other market conditions as they relate to the financial industry. The Company’s market risk exposure is primarily its exposure to interest rate risk (IRR). The measuring, monitoring and management of IRR is the responsibility of the Asset Liability Management Committee (the ALCO). The Board of Directors of the Company has delegated responsibility for asset liability management to the ALCO whose main objectives are to manage IRR while optimizing earnings through net interest income and management of the balance sheet. The Company uses a simulation model on a quarterly basis to measure IRR. This model utilizes the Company’s financial data and various management assumptions and projections as they relate to growth, interest rates, noninterest income and noninterest earnings in order to forecast the interest sensitivity of the Company and its potential impact on net interest income, earnings and equity. The model projects a “most likely” forecast which is then “shocked” with various interest rate increases and decreases in order to project theshort term effects on net interest income and net income. The model also projects the effects on the net economic value (NEV) of the Company using the same interest rate increases and decreases. The NEV sensitivity measure is a measure of thelong-term risk of the bank.
As of December 31, 2005, the Company’searnings sensitivity analysis indicates that the Company remains slightly asset sensitive in the near term and is exposed to declining earnings if rates fall. This condition is common as asset/liability management dictates the need to be asset sensitive in a rising rate environment that existed in 2005 and is expected to continue into 2006. The Company’sNEV sensitivity analysis indicates that the Company becomes modestly liability sensitive in the long term. Since the earnings model uses numerous assumptions regarding the effect of changes in interest rates on the timing and extent of re-pricing characteristics, future cash flows and customer behavior, the model cannot precisely estimate net income and the effect on net income from sudden changes in interest rates. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.
Summary information about the Company’s interest rate risk measures is presented below:
December 31 | ||||
2005 | 2004 | |||
Static net present value change: | ||||
+200 basis point shock vs stable rate | - 5.5% | - 5.2% | ||
-200 basis point shock vs stable rate | .08% | - 4.5% | ||
1-year net income simulation projection: | ||||
+200 basis point shock vs stable rate | 3.2% | 5.0% | ||
-200 basis point shock vs stable rate | -9.5% | -17.5% | ||
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The following static gap table illustrates the Company’s interest rate sensitivity between interest earnings assets and interest-bearing liabilities over time:
INTEREST SENSITIVITY GAP ANALYSIS
At December 31, 2005 | ||||||
(In thousands) | Within | 91 to 365 | 1 to 2 | 2 to 5 | Over 5 | Total |
90 Days | Days | Years | Years | Years | Institution | |
Earning Assets | ||||||
Securities, at fair value | 2,702 | 4,835 | 4,458 | 18,349 | 16,910 | 47,254 |
Restricted securities | 684 | - | - | - | - | 684 |
Federal funds sold | 513 | - | - | - | - | 513 |
Interest-bearing deposits in banks | 72 | - | - | - | - | 72 |
Loans, net of unearned income | 31,352 | 52,884 | 36,173 | 38,908 | 41,049 | 200,366 |
Total earning assets | 35,323 | 57,719 | 40,631 | 57,257 | 57,959 | 248,889 |
Interest-bearing Liabilities | ||||||
NOW Accounts | 2,148 | 6,444 | 8,591 | 18,614 | 650 | 36,447 |
Money market accounts | 14,765 | - | - | - | - | 14,765 |
Savings accounts | 1,206 | 3,618 | 4,823 | 10,450 | - | 20,097 |
Time deposits | 9,896 | 49,472 | 34,975 | 32,316 | - | 126,659 |
Short term borrowings | 4,536 | - | - | - | - | 4,536 |
Total interest-bearing liabilities | 32,551 | 59,534 | 48,389 | 61,380 | 650 | 202,504 |
Cumulative interest sensitivity gap | 2,772 | 957 | (6,801) | (10,924) | 46,385 | - |
GAP / total earning assets (%) | 1.11% | 0.38% | (2.73)% | (4.39)% | 18.64% | - |
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ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
(1) and (2). The response to this portion of Item 15 is submitted as a separate section of this report.
(3) Exhibits.
Exhibit No.
Description
3.1
Restated Articles of Incorporation of the Company (restated in electronic format only through June 10, 2004) (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K, filed April 1, 2005).
3.2
Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed February 6, 2004).
10.1
Management Continuity Agreement dated as of May 2, 2005 between the Company and Ronald E. Baron (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed May 13, 2005).
10.2
Management Continuity Agreement dated as of March 28, 2003 between the Company and Joseph D. Borgerding (filed herewith).*
21.1
Subsidiary of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, filed April 1, 2005).
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) (filed herewith).
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a- 14(a) (filed herewith).
32.1
Statement of Principal Executive Officer Pursuant to 18 U.S.C. § 1350 (filed herewith).
32.2
Statement of Principal Executive Officer Pursuant to 18 U.S.C. § 1350 (filed herewith).
*Filed with Form 10-K on April 5, 2006.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CITIZENS BANCORP OF VIRGINIA, INC.
Date: April 7, 2006
By:
/s/ Joseph D. Borgerding.
Joseph D. Borgerding
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
Description
3.1
Restated Articles of Incorporation of the Company (restated in electronic format only through June 10, 2004) (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K, filed April 1, 2005).
3.2
Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K, filed February 6, 2004).
10.1
Management Continuity Agreement dated as of May 2, 2005 between the Company and Ronald E. Baron (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed May 13, 2005).
10.2
Management Continuity Agreement dated as of March 28, 2003 between the Company and Joseph D. Borgerding (filed herewith).*
21.1
Subsidiary of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Form 10-K, filed April 1, 2005).
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) (filed herewith).
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a- 14(a) (filed herewith).
32.1
Statement of Principal Executive Officer Pursuant to 18 U.S.C. § 1350 (filed herewith).
32.2
Statement of Principal Executive Officer Pursuant to 18 U.S.C. § 1350 (filed herewith).
* Filed with Form 10-K on April 5, 2006.