Washington, D.C. 20549
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(1) Proxy Statement for the 2012 Annual Meeting of Stockholders of the Registrant (Part III).
First Guaranty Bancshares, Inc. (the “Company”) is a bank holding company headquartered in Hammond, Louisiana with one wholly owned subsidiary, First Guaranty Bank (the “Bank”). At December 31, 2011, the Company had consolidated assets of $1.4 billion with $126.6 million in consolidated stockholders’ equity. The Company’s executive office is located at 400 East Thomas Street, Hammond, Louisiana 70401. The telephone number is (985) 345-7685. The Company is subject to extensive regulation by the Board of Governors of the Federal Reserve System (“FRB”).
Our focus is on the bedroom communities of metropolitan markets, small cities and rural areas in southeast, southwest and north Louisiana. In southeast Louisiana, eight branches are located in Tangipahoa Parish in the towns of Amite, Hammond (2), Independence, Kentwood (2) and Ponchatoula (2). Three branches are located in Livingston Parish, with a branch in Denham Springs, Walker and Watson. In southwest Louisiana, we have branches in Abbeville and Jennings which are located in Vermillion Parish and Jefferson Davis Parish, respectively. The Company also has two branches in St. Helena Parish, one in Greensburg and the other in Montpelier. The remaining six branches are located in north Louisiana, in Haynesville and Homer, which are both in Claiborne Parish; in Oil City and Vivian, both in Caddo Parish; in Dubach in Lincoln Parish and Benton, in Bossier Parish. Our core market remains in the home parish of Tangipahoa where approximately 50.3% of deposits and 39.3% of net loans were based in 2011.
Our southeast Louisiana market is strategically located near the intersection of Interstates 12 and 55, which places it at a crossroads of commercial activity for the southeastern United States. In addition, this market area is largely populated by the work force of several nearby petrochemical refineries and other industrial plants and is a bedroom community for the urban centers of New Orleans and Baton Rouge, which are approximately 45 miles and 60 miles, respectively, from Hammond, where the main office is located. Hammond is home to one of the largest medical centers in the state of Louisiana and the third largest state university in Louisiana.
Our southwest Louisiana market benefits from a profitable casino gaming industry and substantial tourism revenue derived from the Louisiana Acadian culture. It also has a concentration of oil field and oil field services activity and is a thriving agricultural center for rice, sugarcane and crawfish. Timber cultivation and its related industries, including milling and logging, are key commercial activities in the north Louisiana market. It is also an agrarian center in which corn, cotton and soybeans are the primary crops. The poultry industry, including independent poultry grower farms that contract with national poultry processing companies, are also very important to the local economy.
The Company offers personalized commercial banking services to businesses, professionals and individuals. We offer a variety of deposit products including personal and business checking and savings accounts, time deposits, money market accounts and NOW accounts. Other services provided include personal and commercial credit cards, remote deposit capture, safe deposit boxes, official checks, traveler's checks, internet banking, online bill pay, mobile banking and lockbox services. Also offered is 24-hour banking through internet banking, voice response and thirty automated teller machines. Although full trust powers have been granted, we do not actively operate or have any present intention to activate a trust department.
The Bank is engaged in a diversity of lending activities to serve the credit needs of its customer base including commercial loans, commercial real estate loans, real estate construction loans, residential mortgage loans, agricultural loans, home equity lines of credit, equipment loans, inventory financing and student loans. In addition, the Bank provides consumer loans for a variety of reasons such as the purchase of automobiles, recreational vehicles or boats, investments or other consumer needs. The Bank issues MasterCard and Visa credit cards and provides merchant processing services to commercial customers. The loan portfolio is divided, for regulatory purposes, into four broad classifications: (i) real estate loans, which include all loans secured in whole or part by real estate; (ii) agricultural loans, comprised of all farm loans; (iii) commercial and industrial loans, which include all commercial and industrial loans that are not secured by real estate; and (iv) consumer loans.
The banking business in Louisiana is extremely competitive. We compete for deposits and loans with existing Louisiana and out-of-state financial institutions that have longer operating histories, larger capital reserves and more established customer bases. The competition includes large financial services companies and other entities in addition to traditional banking institutions such as savings and loan associations, savings banks, commercial banks and credit unions.
Many of our larger competitors have a greater ability to finance wide-ranging advertising campaigns through their greater capital resources. Marketing efforts depend heavily upon referrals from officers, directors and shareholders, selective advertising in local media and direct mail solicitations. We compete for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees.
In the financial services industry, intense market demands, technological and regulatory changes and economic pressures have eroded industry classifications in recent years that were once clearly defined. Financial institutions have been forced to diversify their services, increase rates paid on deposits and become more cost effective, as a result of competition with one another and with new types of financial services companies, including non-banking competitors. Some of the results of these market dynamics in the financial services industry have been a number of new bank and non-bank competitors, increased merger activity, and increased customer awareness of product and service differences among competitors. These factors could affect business prospects.
The Company is a one-bank holding company with First Guaranty Bank as its subsidiary.
The Dodd-Frank Act made extensive changes in the regulation of depository institutions. For example, the Dodd-Frank Act creates a new Consumer Financial Protection Bureau as an independent bureau of the Federal Reserve Board. The Consumer Financial Protection Bureau will assume responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations, a function currently assigned to prudential regulators, and will have authority to impose new requirements. Institutions of less than $10 billion in assets, such as First Guaranty Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the primary enforcement authority of, their federal prudential regulator rather than the Consumer Financial Protection Bureau.
In addition to creating the Consumer Financial Protection Bureau, the Dodd-Frank Act, among other things, directs changes in the way that institutions are assessed for deposit insurance, requires more stringent consolidated capital requirements for bank holding companies, requires originators of securitized loans to retain a percentage of the risk for the transferred loans, establishes regulatory rate-setting for certain debit card interchange fees, repeals restrictions on the payment of interest on commercial demand deposits, contains a number of reforms related to mortgage originations and requires public companies to give stockholders a non-binding vote on executive compensation and golden parachutes. Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or require the issuance of implementing regulations. Their impact on operations can not yet be fully assessed. However, there is significant possibility that the Dodd-Frank Act will, at a minimum, result in increased regulatory burden, compliance costs and interest expense for First Guaranty Bank.
General.
First Guaranty Bancshares, Inc. is a bank holding company registered with, and subject to regulation by, the FRB under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations. In accordance with FRB policy, a bank holding company, such as First Guaranty Bancshares, Inc., is expected to act as a source of financial strength to its subsidiary banks and commit resources to support its banks. This support may be required under circumstances when we might not be inclined to do so absent this FRB policy.
Dividends.
The Federal Reserve Bank has stated that generally, a bank holding company, should not maintain a rate of distributions to shareholders unless its available net income has been sufficient to fully fund the distributions, and the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. As a Louisiana corporation, the Company is restricted under the Louisiana corporate law from paying dividends under certain conditions. See Note 16 to the Consolidated Financial Statements for more information on dividend restrictions.
First Guaranty Bank may not pay dividends or distribute capital assets if it is in default on any assessment due to the FDIC. First Guaranty Bank is also subject to regulations that impose minimum regulatory capital and minimum state law earnings requirements that affect the amount of cash available for distribution. In addition, under the Louisiana Banking Law, dividends may not be paid if it would reduce the unimpaired surplus below 50% of outstanding capital stock in any year. The Bank is restricted under applicable laws in the payment of dividends to an amount equal to current year earnings plus undistributed earnings for the immediately preceding year, unless prior permission is received from the Commissioner of Financial Institutions for the State of Louisiana.
Despite prior approval, the FRB has the authority to require a bank holding company to terminate an activity or terminate control of or liquidate or divest certain subsidiaries or affiliates when the FRB believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness or stability of any of its banking subsidiaries. A bank holding company that qualifies and elects to become a financial holding company is permitted to engage in additional activities that are financial in nature or incidental or complementary to financial activity. The Bank Holding Company Act expressly lists the following activities as financial in nature:
To qualify to become a financial holding company, First Guaranty Bancshares, Inc. and its subsidiary bank must be well-capitalized and well managed and must have a Community Reinvestment Act rating of at least satisfactory. Additionally, First Guaranty Bancshares, Inc. would be required to file an election with the FRB to become a financial holding company and to provide the FRB with 30 days’ written notice prior to engaging in a permitted financial activity. A bank holding company that falls out of compliance with these requirements may be required to cease engaging in some of its activities. First Guaranty Bancshares, Inc. currently has no plans to make a financial holding company election.
Bank holding companies and affiliates are prohibited from tying the provision of services, such as extensions of credit, to other services offered by a holding company or its affiliates.
First Guaranty Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposit accounts in First Guaranty Bank are insured by the FDIC, previously up to a maximum of $100,000 for each separately insured depositor and $250,000 for self-directed retirement accounts. However, in view of the recent economic crisis, the FDIC temporarily increased the deposit insurance available on all deposit accounts to $250,000. The Dodd-Frank Act made that level of coverage permanent. In addition, the Dodd-Frank Act requires that certain non-interest-bearing transaction accounts maintained with depository institutions be fully insured, regardless of the dollar amount, until December 31, 2012.
The FDIC imposes an assessment for deposit insurance against all depository institutions. That assessment is based on the risk category of each institution, which is derived from examination and supervisory information. The FDIC first establishes an institution's initial base assessment rate based upon the risk category, with less risky institution paying lower rates. That initial base assessment rate ranged, from 12 to 45 basis points, depending upon the risk category of the institution. The initial base assessment was then adjusted (higher or lower) to obtain the total base assessment rate. The adjustments to the initial base assessment rate were generally based upon an institution's levels of unsecured debt, secured liabilities and brokered deposits. The total base assessment rate, as adjusted, ranges from 7 to 77.5 basis points of the institution's assessable deposits. The FDIC may adjust the scale uniformly, except that no adjustment may deviate more than three basis points from the base scale without notice and comment.
On May 22, 2009, the FDIC issued a final rule that imposed a special five basis point assessment on each FDIC-insured depository institution's assets minus its Tier 1 capital, on June 30, 2009, which was collected on September 30, 2009. The special assessment was capped at 10 basis points of an institution's domestic deposits. Subsequently the FDIC adopted a rule pursuant to which all insured depository institutions were required to prepay their estimated assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. That pre-payment, which was due on December 30, 2009, amounted to approximately $4.5 million for the Bank. The amount of prepayment was determined based on certain assumptions, including an annual 5% growth rate in the assessment base through the end of 2012. The pre-payment was recorded as a prepaid asset at December 31, 2009 and is being amortized to expense over three years.
In addition, the Dodd-Frank Act required the FDIC to revise its risk-based assessment schedule and procedures to base the assessment on each institution’s average total assets less tangible capital, rather than deposits. The FDIC has implemented that directive effective April 1, 2011. In so doing, the FDIC revised is assessment schedule so that it now ranges from 2.5 basis points for the institutions perceived as lest risky to 45 basis points for those perceived as riskiest.
The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of First Guaranty Bank. Management cannot predict what insurance assessment rates will be in the future. Insurance of deposits may be terminated by the Federal Deposit Insurance Corporation upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.
In addition to the Federal Deposit Insurance Corporation assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the Federal Deposit Insurance Corporation, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2011, the annualized FICO assessment was 0.0165% of the Company's average assets less average equity.
Interest and other charges collected or contracted is subject to state usury laws and federal laws concerning interest rates. Loan operations are also subject to federal laws applicable to credit transactions, such as:
The Company is a legal entity separate and distinct from its subsidiary, First Guaranty Bank. The majority of the Company’s revenue is from dividends paid to the Company by the Bank. First Guaranty Bank may not pay dividends or distribute capital assets if it is in default on any assessment due to the FDIC. The FRB has indicated generally that it may be an unsafe or unsound practice for a bank holding company to pay dividends unless the bank holding company’s net income over the preceding year is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization’s capital needs, asset quality and overall financial condition.
First Guaranty Bank is also subject to regulations that impose minimum regulatory capital and minimum state law earnings requirements that affect the amount of cash available for distribution. In addition, under the Louisiana Banking Law, dividends may not be paid if it would reduce the unimpaired surplus below 50% of outstanding capital stock in any year. If the Bank does not comply with these laws, regulations or policies it may materially affect the ability of the Company to pay dividends on its common stock.
The FRB monitors the capital adequacy of bank holding companies, such as First Guaranty Bancshares, Inc., and the OFI and FDIC monitor the capital adequacy of First Guaranty Bank. The federal bank regulators use a combination of risk-based guidelines and leverage ratios to evaluate capital adequacy and consider these capital levels when taking action on various types of applications and when conducting supervisory activities related to safety and soundness. The risk-based guidelines apply on a consolidated basis to bank holding companies with consolidated assets of $500 million or more and, generally, on a bank-only basis for bank holding companies with less than $500 million in consolidated assets. Each insured depository subsidiary of a bank holding company with less than $500 million in consolidated assets is expected to be “well-capitalized.”
The minimum guideline for the ratio of total capital to risk-weighted assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier 2 Capital. Tier 1 Capital generally consists of common stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock and a limited amount of qualifying cumulative perpetual preferred stock, less goodwill and other specified intangible assets. Tier 1 Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally consists of subordinated debt, preferred stock (other than that which is included in Tier I Capital), and a limited amount of loan loss reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1 Capital.
The Dodd-Frank Act requires the Federal Reserve Board to issue consolidated regulatory capital requirements for bank holding companies that are at least as stringent as those applicable to insured depository institutions. Such regulations, when issued, will eliminate the use of certain instruments, such as cumulative preferred stock and trust preferred securities, from Tier 1 holding company capital. Instruments issued by May 19, 2010 by bank holding companies with consolidated assets of less than $15 billion (as of December 31, 2009) are grandfathered.
Failure to meet capital guidelines could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of federal deposit insurance, a prohibition on accepting brokered deposits and other restrictions on its business.
The FRB and FDIC have promulgated guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that a company has a concentration in commercial real estate lending if (i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multifamily and non-farm residential properties and loans for construction, land development, and other land represent 300% or more of total capital and the outstanding balance of such loans has increased 50% or more during the prior 36 months. If a concentration is present, Management must employ heightened risk Management practices including board and Management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and increasing capital requirements. The Company is subject to these regulations.
Under the prompt corrective action regulations, bank regulators are required and authorized to take supervisory actions against undercapitalized banks. For this purpose, a bank is placed in one of the following five categories based on its capital:
Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, banking regulators must appoint a receiver or conservator for an institution that is “critically undercapitalized.” The federal banking agencies have specified by regulation the relevant capital level for each category. An institution that is categorized as “undercapitalized”, “significantly undercapitalized” or “critically undercapitalized” is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of 5% of an “undercapitalized” subsidiary’s assets at the time it became “undercapitalized” or the amount required to meet regulatory capital requirements. An “undercapitalized” institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with regulatory approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.
The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of First Guaranty Bank’s capital and surplus and, as to all affiliates combined, to 20% of its capital and surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must also meet specified collateral requirements. First Guaranty Bank is also subject to the provisions of Section 23B of the FRB Act and its implementing regulations, which, among other things, prohibit First Guaranty Bank from engaging in any transaction with an affiliate, such as First Guaranty Bancshares, Inc., unless the transaction is on terms substantially the same, or at least as favorable to First Guaranty Bank as those prevailing at the time for comparable transactions with nonaffiliated companies. First Guaranty Bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These types of extensions of credit must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and must not involve more than the normal risk of repayment or present other unfavorable features.
Financial institutions are required to establish anti-money laundering programs. In 2001, the USA PATRIOT Act was enacted. The USA PATRIOT Act significantly enhanced the powers of the federal government and law enforcement organizations to combat terrorism, organized crime and money laundering. While the USA PATRIOT Act imposed additional anti-money laundering requirements, these additional requirements are not material to our operations. Aside from the above, the USA PATRIOT Act also requires the federal banking regulators to assess the effectiveness of an institution’s anti-money laundering program in connection with merger and acquisition transactions. Failure to maintain an effective anti-money laundering program is grounds for the denial of merger or acquisition transactions.
First Guaranty Bancshares, Inc. common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. First Guaranty Bancshares, Inc. will continue to be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
Effective June 1, 1997, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 permits state and national banks with different home states to operate branches across state lines with approval of the appropriate federal banking agency, unless the home state of a participating bank passed legislation “opting out” of interstate banking. The Dodd-Frank Act amended federal law to allow banks to branch de novo into another state if that state allows banks chartered by it to establish branches within its borders. First Guaranty Bank currently has no branches outside of Louisiana.
Under the Community Reinvestment Act, or CRA, a financial institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The FDIC assigns banks a CRA rating of “outstanding,” “satisfactory,” “needs to improve” or “substantial noncompliance,” and the bank must publicly disclose its rating. The FDIC rated the Bank as “satisfactory” in meeting community credit needs under the CRA at its most recent CRA performance examination.
Under the Gramm-Leach-Bliley Act, federal banking regulators have adopted new rules requiring disclosure of privacy policies and information sharing practices to consumers. These rules prohibit depository institutions from sharing customer information with nonaffiliated parties without the customer’s consent, except in limited situations, and require disclosure of privacy policies to consumers and, in some circumstances, enable consumers to prevent disclosure of personal information to nonaffiliated third parties. In addition, the Fair and Accurate Credit Transactions Act of 2003 requires banks to notify their customers if they report negative information about them to a credit bureau or if they grant credit to them on terms less favorable than those generally available. The Company has instituted risk Management systems to comply with all required privacy provisions and believes that the new disclosure requirements and implementation of the privacy laws will not materially increase operating expenses.
The Check 21 Act facilitates check truncation and electronic check exchange by authorizing a new negotiable instrument called a “substitute check”. The Act provides that a properly prepared substitute check is the legal equivalent of the original check for all purposes. This law supercedes contradictory state laws (i.e., state laws that allow customers to demand the return of original checks). Although the Check 21 Act does not require any bank to create substitute checks or to accept checks electronically, it does require banks to accept a legally equivalent substitute check in place of an original check after the Check 21 Act’s effective date of October 28, 2004.
The Company is also subject to the Sarbanes-Oxley Act of 2002, which has imposed corporate governance and accounting oversight restrictions and responsibilities on the board of directors, executive officers and independent auditors. The law has increased the time spent discharging responsibilities and costs for audit services. Beginning in 2007, Management was required to report on the effectiveness of internal controls and procedures. The Company is a smaller reporting company and is not required to get an attestation report from our external auditor on the effectiveness of our internal controls over financial reporting until our public float exceeds $75 million.
The difference between the interest rate paid on deposits and other borrowings and the interest rate received on loans and securities comprise most of a bank’s earnings. In order to mitigate the interest rate risk inherent in the industry, the banking business is becoming increasingly dependent on the generation of fee and service charge revenue. The earnings and growth of a bank will be affected by both general economic conditions and the monetary and fiscal policy of the United States Government and its agencies, particularly the Federal Reserve. The Federal Reserve sets national monetary policy such as seeking to curb inflation and combat recession. This is accomplished by its open-market operations in United States government securities, adjustments to the discount rates on borrowings and target rates for federal funds transactions. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments and deposits and also affect interest rates on loans and deposits. The nature and timing of any future changes in monetary policies and their potential impact on the Company cannot be predicted. Our noninterest income and expenses can be affected by increasing rates of inflation; however, unlike most industrial companies, the assets and liabilities of financial institutions such as the Banks are primarily monetary in nature. Interest rates, therefore, have a more significant impact on the Bank’s performance than the effect of general levels of inflation on the price of goods and services.
Under the TARP, the United States Department of the Treasury authorized a voluntary capital purchase program (the “CPP”) to purchase up to $250 billion of senior preferred shares of qualifying financial institutions that elected to participate. Participating companies must adopt certain standards for executive compensation, including (a) prohibiting “golden parachute” payments as defined in the EESA to senior Executive Officers; (b) requiring recovery of any compensation paid to senior Executive Officers based on criteria that is later proven to be materially inaccurate; and (c) prohibiting incentive compensation that encourages unnecessary and excessive risks that threaten the value of the financial institution. The terms of the CPP also limit certain uses of capital by the issuer, including repurchases of company stock and increases in dividends.
On August 28, 2009, the Company entered into a Letter Agreement, which includes a Securities Purchase Agreement and a Side Letter Agreement (together, the “Purchase Agreement”), with the United States Department of the Treasury (“Treasury Department”) pursuant to which the Company issued and sold to the Treasury Department 2,069.9 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1,000 per share for a total purchase price of $20.7 million. In addition to the issuance of the Series A Stock, as a part of the transaction, the Company issued to the Treasury Department a warrant to purchase 114.44444 shares of the Company’s Fixed Rate Cumulative Preferred Stock, Series B, and immediately following the issuance of the Series A stock, the Treasury Department exercised its rights and acquired 103 of the Series B shares through a cashless exercise. The newly issued Series A Stock, generally non-voting stock, pays cumulative dividends of 5% for five years, and a rate of 9% dividends, per annum, thereafter. The newly issued Series B Stock, generally non-voting, pays cumulative dividends at a rate of 9% per annum. Both the Series A Stock and the Series B Stock were issued in a private placement.
First Guaranty Bancshares, Inc. and First Guaranty Bank have chosen to participate in the FDIC’s Temporary Liquidity Guarantee Program (the “TLGP”), which applies to, among other, all U.S. depository institutions insured by the FDIC and all United States bank holding companies, unless they have opted out. Under the TLPG, the FDIC guarantees certain senior unsecured debt of the holding company and bank, as well as non-interest bearing transaction account deposits at First Guaranty Bank. Under the debt guarantee component of the TLGP, the FDIC will pay the unpaid principal and interest on an FDIC-guaranteed debt instrument upon the uncured failure of the participating entity to make a timely payment of principal or interest. Neither First Guaranty Bancshares, Inc. nor First Guaranty Bank issued debt under the TLGP.
Under the transaction account guarantee component of the TLGP, all non-interest bearing transaction accounts maintained at First Guaranty Bank are insured in full by the FDIC until June 30, 2010, later extended to December 31, 2010, regardless of the standard maximum deposit insurance amounts. An annualized 10 basis point assessment on balances in noninterest-bearing transaction accounts that exceed the existing deposit insurance limit of $250,000 was assessed on a quarterly basis to insured depository institutions participating in this component of the TLGP. The Company chose to participate in this component of the TLGP. The Dodd-Frank Act extended unlimited coverage for certain non-interest bearing transaction accounts through December 31, 2012. The cost associated with that coverage will be part of the usual FDIC assessment.
American Recovery and Reinvestment Act of 2009.
On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “ARRA”) was enacted. The ARRA is intended to provide a stimulus to the U.S. economy in the wake of the economic downturn brought about by the subprime mortgage crisis and the resulting credit crunch. The bill includes federal tax cuts, expansion of unemployment benefits and other social welfare provisions, and domestic spending in education, healthcare, and infrastructure, including the energy structure. The new law also includes numerous non-economic recovery related items, including a limitation on executive compensation in federally aided banks. Under the ARRA, an institution will be subject to the following restrictions and standards through out the period in which any obligation arising from financial assistance provided under the TARP remains outstanding:
The foregoing is a summary of requirements to be included in standards to be established by the Secretary of the Treasury. The chief executive officer and chief financial officer of each TARP recipient will be required to provide a written certification of compliance with these standards to the SEC. The foregoing is a summary of requirements to be included in standards to be established by the Secretary of the Treasury.
(references to “our,” “we” or similar terms under this subheading refer to First Guaranty Bancshares, Inc.)
We may be vulnerable to certain sectors of the economy.
Difficult market conditions have adversely affected the industry in which we operate.
None.
The Company is subject to various legal proceedings in the normal course of its business. It is Management’s belief that the ultimate resolution of such claims will not have a material adverse effect on the financial position or results of operations. At December 31, 2011, we were not involved in any material legal proceedings.
The following table sets forth the high and low bid quotations for First Guaranty Bancshares, Inc.’s common stock for the periods indicated. These quotations represent trades of which we are aware and do not include retail markups, markdowns, or commissions and do not necessarily reflect actual transactions. As of December 31, 2011, there were 6,294,227 shares of First Guaranty Bancshares, Inc. common stock issued and outstanding with a total of 1,407 shareholders of record.
Our stockholders are entitled to receive dividends when, and if declared by the Board of Directors, out of funds legally available for dividends. We have paid consecutive quarterly cash dividends on our common stock for each of the last 74 quarters dating back to the third quarter of 1993. The Board of Directors intends to continue to pay regular quarterly cash dividends. The ability to pay dividends in the future will depend on earnings and financial condition, liquidity and capital requirements, regulatory restrictions, the general economic and regulatory climate and ability to service any equity or debt obligations senior to common stock. There are legal restrictions on the ability of First Guaranty Bank to pay cash dividends to First Guaranty Bancshares, Inc. Under federal and state law, we are required to maintain certain surplus and capital levels and may not distribute dividends in cash or in kind, if after such distribution we would fall below such levels. Specifically, an insured depository institution is prohibited from making any capital distribution to its shareholders, including by way of dividend, if after making such distribution, the depository institution fails to meet the required minimum level for any relevant capital measure including the risk-based capital adequacy and leverage standards.
Additionally, under the Louisiana Business Corporation Act, First Guaranty Bancshares, Inc. is prohibited from paying any cash dividends to shareholders if, after the payment of such dividend, its total assets would be less than its total liabilities or where net assets are less than the liquidation value of shares that have a preferential right to participate in First Guaranty Bancshares, Inc.’s assets in the event First Guaranty Bancshares, Inc. were to be liquidated.
We have not repurchased any shares of our outstanding common stock during 2011.
The line graph below compares the cumulative total return for the Company’s common stock with the cumulative total return of both the NASDAQ Stock Market Index for U.S. companies and the NASDAQ Index for bank stocks for the period December 31, 2006 through December 31, 2011. The total return assumes the reinvestment of all dividends and is based on a $100 investment on December 31, 1998. It also reflects the stock price on December 31st of each year shown, although this price reflects only a small number of transactions involving a small number of directors of the Company or affiliates or associates and cannot be taken as an accurate indicator of the market value of the Company’s common stock.
The following selected financial data should be read in conjunction with the financial statements, including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this Form 10-K. Except for the data under “Performance Ratios,” “Capital Ratios” and “Asset Quality Ratios,” the income statement data and share and per share data for the years ended December 31, 2011, 2010 and 2009 and the balance sheet data as of December 31, 2011 and 2010 are derived from the audited financial statements and related notes which are included elsewhere in this Form 10-K, and the income statement data and share and per share data for the years ended December 31, 2008 and 2007 and the balance sheet data as of December 31, 2009, 2008 and 2007 are derived from the audited financial statements and related notes that are not included in this Form 10-K.
Assets.
Total assets at December 31, 2011 were $1.4 billion, an increase of $221.1 million, or 19.5%, from $1.1 billion at December 31, 2010. Federal funds sold increased $59.5 million from December 31, 2010 to December 31, 2011 and total loans for the same period decreased $2.5 million. Cash and due from banks increased $8.1 million from 2010 to 2011. Additionally, total investment securities increased $151.2 million to $633.2 million from December 31, 2010 to December 31, 2011. Total deposits increased by $199.9 million or 19.8% from 2010 to 2011. At December 31, 2011, the Company had $3.2 million in long-term borrowings compared to no long-term borrowings at December 31, 2010.
Investment Securities.
The securities portfolio consisted principally of U.S. Government agency securities, corporate debt securities and mutual funds or other equity securities. The securities portfolio provides us with a relatively stable source of income and provides a balance to credit risks as compared to other categories of assets. The securities portfolio totaled $633.2 million at December 31, 2011, representing an increase of $151.2 million from December 31, 2010. The primary changes in the portfolio consisted of $858.7 million in purchases which was partially offset by maturities, calls and sales totaling $718.2 million. At December 31, 2011, approximately 2.1% of the securities portfolio (excluding Federal Home Loan Bank stock) matures in less than one year while securities with maturity dates over 10 years totaled 44.1% of the portfolio. At December 31, 2011, the average maturity of the securities portfolio was 7.8 years, compared to the average maturity at December 31, 2010 of 6.5 years.
At December 31, 2011, securities totaling $520.5 million were classified as available for sale and $112.7 million were classified as held to maturity as compared to $322.1 million and $159.8 million, respectively at December 31, 2010. Securities classified as available for sale are measured at fair market value. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, market yield curves, prepayment speeds, credit information and the instrument’s contractual terms and conditions, among other things. Securities classified as held to maturity are measured at book value. The held to maturity portfolio is principally used to collateralize public funds deposits. The Company believes that it has the ability to maintain the current level of securities in the portfolio. The Company has maintained public funds in excess of $175.0 million since 2007. The book yields on securities available for sale ranged from 0.2% to 9.6% at December 31, 2011, exclusive of the effect of changes in fair value reflected as a component of stockholders’ equity. The book yields on held to maturity securities ranged from 1.0% to 4.0%. See Note 5 to the Consolidated Financial Statements for additional information.
Securities classified as available for sale had gross unrealized losses totaling $1.6 million at December 31, 2011. The gross unrealized gains for our available for sale securities totaled $8.3 million at December 31, 2011 compared to $5.1 million for the same period in 2010. The Company believes that it will collect all amounts contractually due and has the intent and the ability to hold these securities until the fair value is at least equal to the carrying value. At December 31, 2010, securities classified as available for sale had gross unrealized losses totaling $5.5 million. See Note 5 to the Consolidated Financial Statements for additional information.
Average securities as a percentage of average interest-earning assets were 46.7% and 35.5% at December 31, 2011 and 2010, respectively. At December 31, 2011 and 2010, $428.6 million and $290.0 million in securities were pledged, respectively.
The origination of loans is a primary use of our financial resources and represented 48.9% of average earning assets for 2011. At December 31, 2011, the loan portfolio (loans, net of unearned income) totaled $573.1 million, a decrease of approximately $2.5 million, or 0.4%, from the December 31, 2010 level of $575.6 million. The decrease in net loans primarily includes a reduction of $8.6 million in commercial and industrial loans, a reduction of $24.2 million in non-farm non-residential loans secured by real estate, partially offset by an increase of $13.0 million in construction and land development loans and an increase of $16.0 million in one to four family loans. Loans represented 47.5% of deposits at December 31, 2011, compared to 57.1% of deposits at December 31, 2010. Loans secured by real estate increased $5.5 million to $464.9 million at December 31, 2011. Non-real estate loans decreased $8.1 million to $108.8 million at December 31, 2011. Real estate and related loans comprised 81.0% of the portfolio in 2011 as compared to 79.7% in 2010. Non-real estate loans comprised 19.0% of the portfolio in 2011 as compared to 20.3% in 2010. Loan charge-offs taken during 2011 totaled $10.4 million, compared to charge-offs of $5.6 million in 2010. Of the loan charge-offs in 2011, approximately $8.0 million were loans secured by real estate, $1.7 million were commercial and industrial loans and $0.7 million were consumer and other loans. In 2011, recoveries of $0.7 million were recognized on loans previously charged off as compared to $0.4 million in 2010.
Non-performing Assets.
Nonperforming assets were $28.9 million, or 2.1% of total assets at December 31, 2011, compared to $31.0 million, or 2.7% of total assets at December 31, 2010. The decrease resulted from a $6.3 million decrease in non-accrual loans which was partially offset by an increase in other real estate. The decrease in nonaccrual loans was primarily in construction and land development, multifamily, and non-farm non-residential loans. These decreases reflect the strategy of Management to combat non-performing assets and strengthen the Company's balance sheet.
Deposits.
Total deposits increased by $199.9 million or 19.8%, to $1.2 billion at December 31, 2011 from $1.0 billion at December 31, 2010. In 2011, noninterest-bearing demand deposits increased $37.0 million, interest-bearing demand deposits increased $97.3 million and savings deposits increased $10.8 million. Time deposits increased $54.8 million, or 8.6%. The increase in deposits was principally due to an increase of $75.8 million in public funds deposits. Public fund deposits totaled $431.9 million or 35.8% of total deposits at December 31, 2011. Seven public entities comprised $371.8 million or 86.1% of the total public funds as of December 31, 2011. At December 31, 2010, public fund deposits represented 35.4% of total deposits with a balance of $356.2 million.
Borrowings.
Short-term borrowings decreased $0.4 million in 2011 to $12.2 million at December 31, 2011 from $12.6 million at December 31, 2010. Short-term borrowings are used to manage liquidity on a daily or otherwise short-term basis. The short-term borrowings at December 31, 2011 and 2010, respectively was solely comprised of repurchase agreements. Overnight repurchase agreement balances are monitored daily for sufficient collateralization. Long-term borrowings increased to $3.2 million in 2011. Long-term borrowings consisted of a $3.5 million term loan to the Company originally obtained for the purpose of the Greensburg acquisition. There were no long-term borrowings in 2010. See Note 12 of the Consolidated Financial Statements for additional information.
Stockholders’ Equity.
Total stockholders’ equity increased $28.7 million or 29.3% to $126.6 million at December 31, 2011 from $97.9 million at December 31, 2010. The increase in stockholders’ equity is attributable to the $8.0 million in consolidated earnings, $39.4 million in capital received from the issuance of preferred stock under the U.S. Department of Treasury Small Business Lending Fund Program, $3.0 million in common stock issued for the acquisition of Greensburg Bancshares and $4.7 million change in accumulated other comprehensive income. The increases were partially offset by $3.6 million in dividends on common stock, $1.8 million in dividends on preferred stock, and $21.1 million in redemption of preferred stock issued under the U.S. Department of Treasury Capital Purchase Program.
Loan Portfolio Composition.
The following table sets forth the composition of our loan portfolio, excluding loans held for sale, by type of loan at the dates indicated.
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands except for %) | Balance | | As % of Category | | Balance | | | |
| Real Estate: | | | | | | | | |
| Construction & land development | $ | 78,614 | | 13.7 | % | $ | 65,570 | | 11.4 | % |
| Farmland | | 11,577 | | 2.0 | % | | 13,337 | | 2.3 | % |
| 1- 4 Family | | 89,202 | | 15.6 | % | | 73,158 | | 12.7 | % |
| Multifamily | | 16,914 | | 2.9 | % | | 14,544 | | 2.5 | % |
| Non-farm non-residential | | 268,618 | | 46.8 | % | | 292,809 | | 50.8 | % |
| Total Real Estate | $ | 464,925 | | 81.0 | % | $ | 459,418 | | 79.7 | % |
| Non-real Estate: | | | | | | | | | | |
| Agricultural | $ | 17,338 | | 3.0 | % | $ | 17,361 | | 3.0 | % |
| Commercial and industrial | | 68,025 | | 11.9 | % | | 76,590 | | 13.3 | % |
| Consumer and other | | 23,455 | | 4.1 | % | | 22,970 | | 4.0 | % |
| Total Non-real Estate | $ | 108,818 | | 19.0 | % | $ | 116,921 | | 20.3 | % |
Total loans before unearned income | $ | 573,743 | | 100.0 | % | $ | 576,339 | | 100.0 | % |
| Less: Unearned income | | (643 | ) | | | | (699 | ) | | |
Total loans net of unearned income | $ | 573,100 | | | | $ | 575,640 | | | |
| | December 31, 2009 | | December 31, 2008 | | December 31, 2007 | |
| (in thousands except for %) | Balance | | As % of Category | | Balance | | | | Balance | | As % of Category | |
| Real Estate: | | | | | | | | | | | | | |
| Construction & land development | $ | 78,686 | | 13.3 | % | $ | 92,029 | | 15.2 | % | $ | 98,127 | | 17.0 | % |
| Farmland | | 11,352 | | 1.9 | % | | 16,403 | | 2.7 | % | | 23,065 | | 4.0 | % |
| 1- 4 Family | | 77,470 | | 13.1 | % | | 79,285 | | 13.1 | % | | 84,640 | | 14.7 | % |
| Multifamily | | 8,927 | | 1.5 | % | | 15,707 | | 2.6 | % | | 13,061 | | 2.3 | % |
| Non-farm non-residential | | 300,673 | | 51.0 | % | | 261,744 | | 43.0 | % | | 236,474 | | 41.1 | % |
| Total Real Estate | $ | 477,108 | | 80.8 | % | $ | 465,168 | | 76.6 | % | $ | 455,367 | | 79.1 | % |
| Non-real Estate: | | | | | | | | | | | | | | | |
| Agricultural | $ | 14,017 | | 2.4 | % | $ | 18,536 | | 3.0 | % | $ | 16,816 | | 2.9 | % |
| Commercial and industrial | | 82,348 | | 13.9 | % | | 105,555 | | 17.4 | % | | 81,073 | | 14.1 | % |
| Consumer and other | | 17,226 | | 2.9 | % | | 17,926 | | 3.0 | % | | 22,517 | | 3.9 | % |
| Total Non-real Estate | $ | 113,591 | | 19.2 | % | $ | 142,017 | | 23.4 | % | $ | 120,406 | | 20.9 | % |
Total loans before unearned income | $ | 590,699 | | 100.0 | % | $ | 607,185 | | 100.0 | % | $ | 575,773 | | 100.0 | % |
| Less: Unearned income | | (797 | ) | | | | (816 | ) | | | | (517 | ) | | |
Total loans net of unearned income | $ | 589,902 | | | | $ | 606,369 | | | | $ | 575,256 | | | |
The four most significant categories of our loan portfolio are construction and land development real estate loans, 1-4 family residential loans, non-farm non-residential real estate loans and commercial and industrial loans. The Company’s credit policy dictates specific loan-to-value and debt service coverage requirements. The Company generally requires a maximum loan-to-value of 85.0% and a debt service coverage ratio of 1.25x to 1.0x for non-farm non-residential real estate loans. In addition, personal guarantees of borrowers are required as well as applicable hazard, title and flood insurance. Loans may have a maximum maturity of five years and a maximum amortization of 25 years. The Company may require additional real estate or non-real estate collateral when deemed appropriate to secure the loan.
The Company generally requires all 1-4 family residential loans to be underwritten based on the Fannie Mae guidelines provided through Desktop Underwriter. These guidelines include the evaluation of risk and eligibility, verification and approval of conditions, credit and liabilities, employment and income, assets, property and appraisal information. It is required that all borrowers have proper hazard, flood and title insurance prior to a loan closing. Appraisals and Desktop Underwriter approvals are good for six months. The Company has an in-house underwriter review the final package for compliance to these guidelines.
The Company generally requires a maximum loan-to value of 80.0% and a debt service coverage ratio of 1.25x to 1.0x for construction land development loans. In addition, detailed construction cost breakdowns, personal guarantees of borrowers and applicable hazard, title and flood insurance are required. Loans may have a maximum maturity of 24 months for the construction phase and a maximum maturity of 24 months for land development or 60 months for commercial construction. The Company may require additional real estate or non-real estate collateral when deemed appropriate to secure the loan.
The Company has specific guidelines for the underwriting of commercial and industrial loans that is specific for the collateral type and the business type. Commercial and industrial loans are secured by non-real estate collateral such as equipment, inventory, accounts receivable, or may be unsecured. Each of these collateral types has maximum loan to value ratios. Commercial and industrial loans have the same debt service coverage ratio requirements as other loans, which is 1.25x to 1.0x.
The Company will allow exceptions to each of the above policies with appropriate mitigating circumstances and approvals. The Company has a defined credit underwriting process for all loan requests. The Company actively monitors loan concentrations by industry type and will make adjustments to underwriting standards as deemed necessary. The Company has a loan review department that monitors the performance and credit quality of loans. The Company has a special assets department that manages loans that have become delinquent or have serious credit issues associated with them.
For new loan originations, appraisals and evaluations on all properties shall be valid for a period not to exceed two calendar years from the effective appraisal date for non-residential properties and one calendar year from the effective appraisal date for residential properties. However, an appraisal may be valid longer if there has been no material decline in the property condition or market condition that would negatively affect the bank’s collateral position. This must be supported with a “Validity Check Memorandum”.
For renewals, any commercial appraisal greater than two years or greater than one year for residential appraisals must be updated with a Validity Check Memorandum. Any renewal loan request, in which new money will be disbursed, whether commercial or residential, and the appraisal is older than five years a new appraisal must be obtained. The Company does not require new appraisals between renewals unless the loan becomes impaired and is considered collateral dependent. At this time, an appraisal may be ordered in accordance with the Company’s Allowance for Loan Losses policy. The Company does not mitigate risk using products such as credit default agreements and/or credit derivatives. These, accordingly, have no impact on our financial statements. The Company does not offer loan products with established loan-funded interest reserves.
The following table summarizes the scheduled repayments of our loan portfolio including non-accruals at December 31, 2011. Loans having no stated repayment schedule or maturity and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the effect of prepayments and scheduled principal amortization.
| | December 31, 2011 | |
| (in thousands) | One Year or Less | | One Through Five Years | | After Five Years | | Total | |
| Real Estate: | | | | | | | | | | | | |
| Construction & land development | $ | 46,005 | | $ | 23,357 | | $ | 9,252 | | $ | 78,614 | |
| Farmland | | 4,608 | | | 4,688 | | | 2,281 | | | 11,577 | |
| 1 - 4 family | | 27,473 | | | 35,931 | | | 25,798 | | | 89,202 | |
| Multifamily | | 11,603 | | | 4,032 | | | 1,279 | | | 16,914 | |
| Non-farm non-residential | | 107,697 | | | 149,898 | | | 11,023 | | | 268,618 | |
| Total Real Estate | $ | 197,386 | | $ | 217,906 | | $ | 49,633 | | $ | 464,925 | |
| Non-real Estate: | | | | | | | | | | | | |
| Agricultural | $ | 6,804 | | $ | 3,015 | | $ | 7,519 | | $ | 17,338 | |
| Commercial and industrial | | 39,604 | | | 25,147 | | | 3,274 | | | 68,025 | |
| Consumer and other | | 10,226 | | | 13,196 | | | 33 | | | 23,455 | |
| Total Non-Real Estate | $ | 56,634 | | $ | 41,358 | | $ | 10,826 | | $ | 108,818 | |
Total loans before unearned income | $ | 254,020 | | $ | 259,264 | | $ | 60,459 | | $ | 573,743 | |
| Less: unearned income | | | | | | | | | | | (643 | ) |
| Total loans net of unearned income | | | | | | | | | | $ | 573,100 | |
| | December 31, 2010 | |
| (in thousands) | One Year or Less | | One Through Five Years | | After Five Years | | Total | |
| Real Estate: | | | | | | | | | | | | |
| Construction & land development | $ | 50,377 | | $ | 11,979 | | $ | 3,214 | | $ | 65,570 | |
| Farmland | | 6,647 | | | 3,863 | | | 2,827 | | | 13,337 | |
| 1 - 4 family | | 19,745 | | | 24,098 | | | 29,315 | | | 73,158 | |
| Multifamily | | 7,815 | | | 5,426 | | | 1,303 | | | 14,544 | |
| Non-farm non-residential | | 114,034 | | | 172,283 | | | 6,492 | | | 292,809 | |
| Total Real Estate | $ | 198,618 | | $ | 217,649 | | $ | 43,151 | | $ | 459,418 | |
| Non-real Estate: | | | | | | | | | | | | |
| Agricultural | $ | 7,080 | | $ | 3,414 | | $ | 6,867 | | $ | 17,361 | |
| Commercial and industrial | | 46,185 | | | 23,869 | | | 6,536 | | | 76,590 | |
| Consumer and other | | 7,767 | | | 15,054 | | | 149 | | | 22,970 | |
| Total Non-Real Estate | $ | 61,032 | | $ | 42,337 | | $ | 13,552 | | $ | 116,921 | |
Total loans before unearned income | $ | 259,650 | | $ | 259,986 | | $ | 56,703 | | $ | 576,339 | |
| Less: unearned income | | | | | | | | | | | (699 | ) |
| Total loans net of unearned income | | | | | | | | | | $ | 575,640 | |
The following table sets forth the scheduled contractual maturities at December 31, 2011 and December 31, 2010 of fixed- and floating-rate loans excluding non-accrual loans.
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Fixed | | Floating | | Total | | Fixed | | Floating | | Total | |
| One year or less | $ | 108,276 | | $ | 124,052 | | $ | 232,328 | | $ | 67,944 | | $ | 167,399 | | $ | 235,343 | |
| One to five years | | 160,191 | | | 98,972 | | | 259,163 | | | 127,401 | | | 132,345 | | | 259,746 | |
| Five to 15 years | | 8,393 | | | 36,891 | | | 45,284 | | | 2,456 | | | 30,953 | | | 33,409 | |
| Over 15 years | | 8,464 | | | 6,054 | | | 14,518 | | | 9,735 | | | 9,388 | | | 19,123 | |
| Subtotal | $ | 285,324 | | $ | 265,969 | | $ | 551,293 | | $ | 207,536 | | $ | 340,085 | | $ | 547,621 | |
| Nonaccrual loans | | | | | | | | 22,450 | | | | | | | | | 28,718 | |
Total loans before unearned income | | | | | | | $ | 573,743 | | | | | | | | $ | 576,339 | |
| Less: Unearned income | | | | | | | | (643 | ) | | | | | | | | (699 | ) |
Total loans net of unearned income | | | | | | | $ | 573,100 | | | | | | | | $ | 575,640 | |
At December 31, 2011, fixed rate loans totaled $285.3 million or 51.8% of total loans excluding non-accrual loans and variable rate loans totaled $266.0 or 48.2% of total loans excluding non-accrual loans. Throughout 2011, Management added floors to floating rate loans, primarily tied to the prime rate. As of December 31, 2011, the portfolio consisted of $266.0 million in variable rate loans with $257.4 million or 96.8% at the floor rate.
Non-Performing Assets.
The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.
(in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | | December 31, 2008 | | December 31, 2007 | |
| Non-accrual loans: | | | | | | | | | | | | |
| Real Estate: | | | | | | | | | | | | |
| Construction and land development | $ | 1,520 | | $ | 3,383 | | $ | 2,841 | | $ | 1,644 | | $ | 1,841 | |
| Farmland | | 562 | | | - | | | 54 | | | 182 | | | 419 | |
| 1 - 4 family residential | | 5,647 | | | 1,480 | | | 2,814 | | | 1,445 | | | 1,819 | |
| Multifamily | | - | | | 1,357 | | | - | | | - | | | 2 | |
| Non-farm non-residential | | 12,400 | | | 21,944 | | | 7,439 | | | 5,263 | | | 4,950 | |
| Total Real Estate | $ | 20,129 | | $ | 28,164 | | $ | 13,148 | | $ | 8,534 | | $ | 9,031 | |
| Non-Real Estate: | | | | | | | | | | | | | | | |
| Agricultural | $ | 315 | | $ | 446 | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | 1,986 | | | 76 | | | 830 | | | 275 | | | 978 | |
| Consumer and other | | 20 | | | 32 | | | 205 | | | 320 | | | 279 | |
| Total Non-Real Estate | $ | 2,321 | | $ | 554 | | $ | 1,035 | | $ | 595 | | $ | 1,257 | |
Total non-accrual loans | $ | 22,450 | | $ | 28,718 | | $ | 14,183 | | $ | 9,129 | | $ | 10,288 | |
| | | | | | | | | | | | | | | | |
| Loans 90 days and greater delinquent & accruing: | | | | | | | | | | | | | | | |
| Real Estate: | | | | | | | | | | | | | | | |
| Construction and land development | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Farmland | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family residential | | 309 | | | 1,663 | | | 757 | | | 185 | | | 544 | |
| Multifamily | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | 419 | | | - | | | - | | | - | | | - | |
| Total Real Estate | $ | 728 | | $ | 1,663 | | $ | 757 | | $ | 185 | | $ | 544 | |
| Non-Real Estate: | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | - | | | - | | | - | | | 17 | | | - | |
| Consumer and other | | 8 | | | 10 | | | 28 | | | 3 | | | 3 | |
| Total Non-Real Estate | $ | 8 | | $ | 10 | | $ | 28 | | $ | 20 | | $ | 3 | |
Total loans 90 days and greater delinquent & accruing | $ | 736 | | $ | 1,673 | | $ | 785 | | $ | 205 | | $ | 547 | |
| | | | | | | | | | | | | | | | |
| Total non-performing loans | $ | 23,186 | | $ | 30,391 | | $ | 14,968 | | $ | 9,334 | | $ | 10,835 | |
| | | | | | | | | | | | | | | | |
| Real Estate Owned: | | | | | | | | | | | | | | | |
| Real Estate Loans: | | | | | | | | | | | | | | | |
| Construction and land development | $ | 1,161 | | $ | 231 | | $ | - | | $ | 89 | | $ | 84 | |
| Farmland | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family residential | | 1,342 | | | 232 | | | 292 | | | 223 | | | 170 | |
| Multifamily | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | 3,206 | | | 114 | | | 366 | | | 256 | | | 119 | |
| Total Real Estate | $ | 5,709 | | $ | 577 | | $ | 658 | | $ | 568 | | $ | 373 | |
| Non-Real Estate Loans: | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | - | | | - | | | - | | | - | | | - | |
| Consumer and other | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Total Real Estate Owned | $ | 5,709 | | $ | 577 | | $ | 658 | | $ | 568 | | $ | 373 | |
| | | | | | | | | | | | | | | | |
| Total non-performing assets | $ | 28,895 | | $ | 30,968 | | $ | 15,626 | | $ | 9,902 | | $ | 11,208 | |
| | | | | | | | | | | | | | | | |
| Restructured Loans in compliance with modified terms | $ | 17,547 | | $ | 9,382 | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | | |
| Non-performing assets to total loans | | 5.04 | % | | 5.38 | % | | 2.65 | % | | 1.63 | % | | 1.95 | % |
| Non-performing assets to total assets | | 2.13 | % | | 2.73 | % | | 1.68 | % | | 1.14 | % | | 1.85 | % |
Nonperforming assets totaled $28.9 million or 2.1% of total assets at December 31, 2011, a decrease of $2.1 million from $31.0 million in December 31, 2010. Management has not identified additional information on any loans not already included in impaired loans or the nonperforming asset total that indicates possible credit problems that could cause doubt as to the ability of borrowers to comply with the loan repayment terms in the future.
Nonperforming assets includes $4.2 million in remaining acquired non-accrual loans and $1.7 million in remaining acquired OREO from Greensburg Bancshares.
Nonperforming assets without those assets acquired by Greensburg totaled $23.0 million at December 31, 2011, a decline of $5.9 million from December 31, 2010.
Non-accrual loans totaled $22.5 million as of December 31, 2011. The nonaccrual loan balance is concentrated in five credit relationships that total approximately $11.7 million or 50.0% of the nonaccrual balance. This nonaccrual loan total includes approximately $3.8 million in a participation loan secured by a hotel, $3.8 million secured by two motels, $2.7 million secured by an entertainment complex, and $1.4 million secured by equipment and real estate.
Non-accrual loans decreased in aggregate $6.3 million from December 31, 2010 to December 31, 2011. The decrease was a combination of loans returning to accrual status, the foreclosure of several loans whose collateral was moved to other real estate owned and charge-offs of losses. The largest credit relationship that returned to accrual status in the first quarter was an $8.6 million loan secured by a climate controlled warehouse and a commercial building. The largest credit that was partially charged off by $2.7 million was secured by two motels.
Construction and land development nonaccrual loans decreased by $1.9 million from $3.4 million in 2010 to $1.5 million in 2011.
One-to-four family residential nonaccrual loans increased $4.2 million primarily due to several loans many of which were acquired from the purchase of Greensburg.
Multifamily non-accrual loans decreased by $1.4 million in the year end of 2011. The decrease was concentrated in one relationship that was secured by a condominium complex. Due to an extended probate process that resulted from the death of a guarantor, the loan went into nonaccrual during the fourth quarter of 2010. The loan returned to accrual status in the first quarter of 2011.
Non-farm non-residential nonaccrual decreased $9.5 million from $21.9 million in December 31, 2010 to $12.4 million in December 31, 2011. The decrease in this category was due in part to the previously mentioned relationship secured by a climate controlled warehouse that returned to accrual status in the first quarter of 2011. The decrease was also the result of a partial charge off for $2.7 million for a loan secured by two motels. In addition, the collateral for several loans was moved into other real estate owned.
Commercial and industrial non-accrual loans increased by $1.9 million principally due to the addition of three loans secured primarily by equipment and accounts receivables.
Other Real Estate Owned (OREO) totaled approximately $5.7 million as of December 31, 2011. OREO is composed of several one to four family residential properties totaling $1.3 million, construction and land development lots of approximately $1.2 million, and commercial properties totaling $3.2 million. Out of this total, approximately $0.9 million of the one-to-four family properties, $0.6 million of the construction and land development properties, and $0.7 million of the commercial properties were acquired with the acquisition of the Bank of Greensburg.
Restructured loans totaled $17.5 million as of December 31, 2011. Restructured loans were concentrated in three credit relationships. The largest credit relationship for $8.9 million is secured by commercial real estate and land development properties. The second largest credit relationship for $6.0 million is secured by an apartment complex. The third credit relationship of $1.7 million was secured by a large single family residence which become a restructured loan in the third quarter of 2011. The modifications were concessions on the interest rate charged for these loans. The effect of the modifications to the Company was a reduction in interest income. These loans still have an allocated reserve in the Company's reserve for loan losses.
Impaired loans totaled $51.1 million as of December 31, 2011. Impaired loans with a valuation allowance totaled $39.9 million and impaired loans without a valuation allowance totaled $11.2 million. Included in the impaired loan total were $17.5 million in restructured loans that are performing under their new terms. For more information, see Note 7 to Consolidated Financial Statements.
Allowance for Loan Losses.
The allowance for loan losses is maintained at a level considered sufficient to absorb potential losses embedded in the loan portfolio. The allowance is increased by the provision for anticipated loan losses as well as recoveries of previously charged off loans and is decreased by loan charge-offs. The provision is the necessary charge to current expense to provide for current loan losses and to maintain the allowance at an adequate level commensurate with Management’s evaluation of the risks inherent in the loan portfolio. Various factors are taken into consideration when determining the amount of the provision and the adequacy of the allowance. These factors include but are not limited to:
| ● | past due and nonperforming assets; |
| ● | specific internal analysis of loans requiring special attention; |
| ● | the current level of regulatory classified and criticized assets and the associated risk factors with each; |
| ● | changes in underwriting standards or lending procedures and policies; |
| ● | charge-off and recovery practices; |
| ● | national and local economic and business conditions; |
| ● | nature and volume of loans; |
| ● | overall portfolio quality; |
| ● | adequacy of loan collateral; |
| ● | quality of loan review system and degree of oversight by its Board of Directors; |
| ● | competition and legal and regulatory requirements on borrowers; |
| ● | examinations of the loan portfolio by federal and state regulatory agencies and examinations; |
| ● | and review by our internal loan review department and independent accountants. |
The data collected from all sources in determining the adequacy of the allowance is evaluated on a regular basis by Management with regard to current national and local economic trends, prior loss history, underlying collateral values, credit concentrations and industry risks. An estimate of potential loss on specific loans is developed in conjunction with an overall risk evaluation of the total loan portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect Management's estimate of probable losses.
Provisions made pursuant to these processes totaled $10.2 million for 2011 as compared to $5.7 million for 2010. The provisions made for 2011 were taken to provide for current loan losses and to maintain the allowance at a level commensurate with Management’s evaluation of the risks inherent in the loan portfolio. In addition, the level of provisions reflects management's decision to aggressively address non-performing assets by charging off loans that were not performing. Total charge-offs were $10.4 million for 2011 as compared to $5.6 million for 2010. Recoveries totaled $0.7 million for 2011 and $0.4 million for 2010.
Charged-off real estate construction and land development loans totaled $1.1 million for the year of 2011. There were $0.1 million in charged-off farmland loans for the year of 2011. Charged-off 1-4 family residential loans totaled $1.6 million for the year of 2011. There were no charged-off multifamily loans in the year of 2011. Charged off non-farm non-residential loans totaled $5.2 million in the year of 2011. Included in the non-farm non-residential charge offs was a $2.7 million charge off for a loan secured by two motels. Charged-off agricultural loans totaled $23,000 for the year of 2011. Charged off commercial and industrial loans totaled $1.6 million for the year of 2011. Charged-off consumer loans and credit cards totaled $0.7 million for the year of 2011. Included in the $1.5 million in charge-offs in the commercial and industrial loan category was one credit relationship for $1.4 million that was charged off in the second quarter of 2011. The credit relationship was primarily secured by accounts receivables that were determined by the Company to be fraudulent. The Company is currently pursuing recourse against the guarantor. For more information, see Note 7 to Consolidated Financial Statements.
Allocation of Allowance for Loan Losses.
In prior years, the Company used an internal method to calculate the allowance for loan losses which categorized loans by risk rather than by type. We do not have the ability to accurately and efficiently provide the allocation of the allowance for loan losses by loan type for a five-year historical period. Beginning in 2008, the Company modified the allowance calculation to segregate loans by category and allocate the allowance for loan losses accordingly. The allowance for loan losses calculation considers both qualitative and quantitative risk factors. The quantitative risk factors include, but are not limited to, past due and nonperforming assets, adequacy of collateral, changes in underwriting standings or lending procedures and policies, specific internal analysis of loans requiring special attention and the nature and volume of loans. Qualitative risk factors include, but are not limited to, local and regional business conditions and other economic factors.
The following table shows the allocation of the allowance for loan losses by loan type as of December 31, 2011, 2010, 2009, and 2008.
| | December 31, 2011 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
| (in thousands except for %) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Loan Loss | $ | 1,002 | | $ | 65 | | $ | 1,917 | | $ | 780 | | $ | 2,980 | | $ | 125 | | $ | 1,407 | | $ | 314 | | $ | 289 | | $ | 8,879 | |
| % of Allowance to Total Allowance for Loan Losses | | 11.3 | % | | 0.7 | % | | 21.6 | % | | 8.8 | % | | 33.6 | % | | 1.4 | % | | 15.8 | % | | 3.5 | % | | 3.3 | % | | 100.0 | % |
| % of Loans in Each Category to Total Loans | | 13.7 | % | | 2.0 | % | | 15.6 | % | | 2.9 | % | | 46.8 | % | | 3.0 | % | | 11.9 | % | | 4.1 | % | | N/A | % | | 100.0 | % |
| | December 31, 2010 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
(in thousands except for %) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Loan Loss | $ | 977 | | $ | 46 | | $ | 1,891 | | $ | 487 | | $ | 3,423 | | $ | 80 | | $ | 510 | | $ | 390 | | $ | 513 | | $ | 8,317 | |
| % of Allowance to Total Allowance for Loan Losses | | 11.7 | % | | 0.5 | % | | 22.7 | % | | 5.9 | % | | 41.2 | % | | 1.0 | % | | 6.1 | % | | 4.7 | % | | 6.2 | % | | 100.0 | % |
| % of Loans in Each Category to Total Loans | | 11.4 | % | | 2.3 | % | | 12.7 | % | | 2.5 | % | | 50.8 | % | | 3.0 | % | | 13.3 | % | | 4.0 | % | | N/A | % | | 100.0 | % |
| | December 31, 2009 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
(in thousands except for %) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Loan Loss | $ | 1,176 | | $ | 56 | | $ | 2,466 | | $ | 128 | | $ | 2,727 | | $ | 82 | | $ | 1,031 | | $ | 246 | | $ | 7 | | $ | 7,919 | |
| % of Allowance to Total Allowance for Loan Losses | | 14.9 | % | | 0.7 | % | | 31.2 | % | | 1.6 | % | | 34.4 | % | | 1.0 | % | | 13.0 | % | | 3.1 | % | | 0.1 | % | | 100.0 | % |
| % of Loans in Each Category to Total Loans | | 13.3 | % | | 1.9 | % | | 13.1 | % | | 1.5 | % | | 51.0 | % | | 2.4 | % | | 13.9 | % | | 2.9 | % | | N/A | % | | 100.0 | % |
| | December 31, 2008 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
(in thousands except for %) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Loan Loss | $ | 315 | | $ | 39 | | $ | 1,712 | | $ | 227 | | $ | 2,572 | | $ | 92 | | $ | 1,119 | | $ | 355 | | $ | 51 | | $ | 6,482 | |
| % of Allowance to Total Allowance for Loan Losses | | 4.9 | % | | 0.6 | % | | 26.4 | % | | 3.5 | % | | 39.6 | % | | 1.4 | % | | 17.3 | % | | 5.5 | % | | 0.8 | % | | 100.0 | % |
| % of Loans in Each Category to Total Loans | | 15.2 | % | | 2.7 | % | | 13.1 | % | | 2.6 | % | | 43.0 | % | | 3.0 | % | | 17.4 | % | | 3.0 | % | | N/A | % | | 100.0 | % |
The following table sets forth activity in our allowance for loan losses for the periods indicated.
| | At or For the Years Ended December 31, | |
(in thousands) | 2011 | | 2010 | | 2009 | | 2008 | | 2007 | |
| Balance at beginning of period | $ | 8,317 | | $ | 7,919 | | $ | 6,482 | | $ | 6,193 | | $ | 6,675 | |
| | | | | | | | | | | | | | | | |
| Charge-offs: | | | | | | | | | | | | | | | |
| Real estate loans: | | | | | | | | | | | | | | | |
| Construction and land development | $ | (1,093 | ) | $ | (5 | ) | $ | (448 | ) | $ | (166 | ) | $ | (386 | ) |
| Farmland | | (144 | ) | | - | | | - | | | (10 | ) | | (123 | ) |
| 1 - 4 family residential | | (1,613 | ) | | (1,534 | ) | | (564 | ) | | (260 | ) | | (639 | ) |
| Multifamily | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | (5,193 | ) | | (235 | ) | | (586 | ) | | (256 | ) | | (1,901 | ) |
| Total Real Estate | $ | (8,043 | ) | $ | (1,774 | ) | $ | (1,598 | ) | $ | (692 | ) | $ | (3,049 | ) |
| Non-real Estate: | | | | | | | | | | | | | | | |
| Agricultural | $ | (23 | ) | $ | | | $ | | | $ | | | $ | | |
| Commercial and industrial loans | | (1,638 | ) | | (3,395 | ) | | (678 | ) | | (561 | ) | | (273 | ) |
| Consumer and other | | (653 | ) | | (444 | ) | | (603 | ) | | (360 | ) | | (563 | ) |
| Total Non-real Estate | $ | (2,314 | ) | $ | (3,839 | ) | $ | (1,281 | ) | $ | (921 | ) | $ | (836 | ) |
| Total charge-offs | $ | (10,357 | ) | $ | (5,613 | ) | $ | (2,879 | ) | $ | (1,613 | ) | $ | (3,885 | ) |
| | | | | | | | | | | | | | | | |
| Recoveries: | | | | | | | | | | | | | | | |
| Real estate loans: | | | | | | | | | | | | | | | |
| Construction and land development | $ | 1 | | $ | 1 | | $ | 1 | | $ | 2 | | $ | 779 | |
| Farmland | | - | | | - | | | 1 | | | - | | | 14 | |
| 1 - 4 family residential | | 118 | | | 11 | | | 15 | | | 10 | | | 14 | |
| Multifamily | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | 13 | | | 30 | | | - | | | 57 | | | 4 | |
| Total Real Estate | $ | 132 | | $ | 42 | | $ | 17 | | $ | 69 | | $ | 811 | |
| Non-real Estate: | | | | | | | | | | | | | | | |
| Agricultural | $ | 2 | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial loans | | 371 | | | 164 | | | 28 | | | 10 | | | 148 | |
| Consumer and other | | 227 | | | 151 | | | 116 | | | 189 | | | 201 | |
| Total Non-real Estate | $ | 600 | | $ | 315 | | $ | 144 | | $ | 199 | | $ | 349 | |
| Total recoveries | $ | 732 | | $ | 357 | | $ | 161 | | $ | 268 | | $ | 1,160 | |
| | | | | | | | | | | | | | | | |
| Net charge-offs | $ | (9,625 | ) | $ | (5,256 | ) | $ | (2,718 | ) | $ | (1,345 | ) | $ | (2,725 | ) |
| Provision for loan losses | | 10,187 | | | 5,654 | | | 4,155 | | | 1,634 | | | 1,918 | |
| Additional provision from acquisition | | - | | | - | | | - | | | - | | | 325 | |
| | | | | | | | | | | | | | | | |
| Balance at end of period | $ | 8,879 | | $ | 8,317 | | $ | 7,919 | | $ | 6,482 | | $ | 6,193 | |
| | | | | | | | | | | | | | | | |
| Ratios: | | | | | | | | | | | | | | | |
| Net loan charge-offs to average loans | | 1.65 | % | | 0.89 | % | | 0.45 | % | | 0.22 | % | | 0.50 | % |
| Net loan charge-offs to loans at end of period | | 1.68 | % | | 0.91 | % | | 0.46 | % | | 0.22 | % | | 0.47 | % |
| Allowance for loan losses to loans at end of period | | 1.55 | % | | 1.44 | % | | 1.34 | % | | 1.07 | % | | 1.08 | % |
| Net loan charge-offs to allowance for loan losses | | 108.40 | % | | 63.20 | % | | 34.32 | % | | 20.75 | % | | 44.00 | % |
| Net loan charge-offs to provision charged to expense | | 94.48 | % | | 92.96 | % | | 65.42 | % | | 82.32 | % | | 142.04 | % |
Investment Securities Portfolio.
The securities portfolio totaled $633.2 million at December 31, 2011 and consisted principally of U.S. Government agency securities, corporate debt securities, mutual funds or other equity securities and municipal bonds. The portfolio provides us with a relatively stable source of income and provides a balance to interest rate and credit risks as compared to other categories of the balance sheet.
U.S. Government Agency, also known as Government Sponsored Enterprises (GSEs), are privately owned but federally chartered companies. While they enjoy certain competitive advantages as a result of their government charters, their debt obligations are unsecured and are not direct obligations of the U.S. Government. However, debt securities issued by GSEs are considered to be of high credit quality and the senior debt of GSEs is AA+/Aaa rated. GSEs raise funds through a variety of debt issuance programs, including:
| ● | Federal Home Loan Mortgage Corporation (Freddie Mac) |
| ● | Federal National Mortgage Association (Fannie Mae) |
| ● | Federal Home Loan Bank (FHLB) |
| ● | Federal Farm Credit Bank System (FFCB) |
With the variety of GSE-issued debt securities and programs available, investors may benefit from a unique combination of high credit quality, liquidity, pricing transparency and cash flows that can be customized to closely match their objectives.
Corporate bonds are fully taxable debt obligations issued by corporations. These bonds fund capital improvements, expansions, debt refinancing or acquisitions that require more capital than would ordinarily be available from a single lender. Corporate bond rates are set according to prevailing interest rates at the time of the issue, the credit rating of the issuer, the length of the maturity and the other terms of the bond, such as a call feature. Corporate bonds have historically been one of the highest yielding of all taxable debt securities. Interest can be paid monthly, quarterly or semi-annually. There are five main sectors of corporate bonds: industrials, banks/finance, public utilities, transportation, and Yankee and Canadian bonds. The secondary market for corporate bonds is fairly liquid. Therefore, an investor who wishes to sell a corporate bond will often be able to find a buyer for the security at market prices. However, the market price of a bond might be significantly higher or lower than its face value due to fluctuations in interest rates and other price determining factors. Other factors include credit risk, market risk, even risk, call risk, make-whole call risk and inflation risk.
Mutual funds are a professionally managed type of collective investment that pools money from many investors and invests it in stocks, bonds, short-term money market instruments, and/or other securities. The mutual fund will have a fund manager that trades the pooled money on a regular basis. Mutual funds allow investors spread their investment around widely.
An equity security is a share in the capital stock of a company (typically common stock, although preferred equity is also a form of capital stock). The holder of an equity security is a shareholder, owning a share, or fractional part of the issuer. Unlike debt securities, which typically require regular payments (interest) to the holder, equity securities are not entitled to any payment. In bankruptcy, they share only in the residual interest of the issuer after all obligations have been paid out to creditors. However, equity generally entitles the holder to a pro rata portion of control of the company, meaning that a holder of a majority of the equity is usually entitled to control the issuer. Equity also enjoys the right to profits and capital gain, whereas holders of debt securities receive only interest and repayment of principal regardless of how well the issuer performs financially. Furthermore, debt securities do not have voting rights outside of bankruptcy. In other words, equity holders are entitled to the "upside" of the business and to control the business. Equity securities may include, but not be limited to: bank stock, bank holding company stock, listed stock, savings and loan association stock, savings and loan association holding company stock, subsidiary structured as limited liability company, subsidiary structured as limited partnership, limited liability company and unlisted stock. Equity securities are generally traded on either one of the listed stock exchanges, including NASDAQ or an over-the-counter market. The market value of equity shares is influenced by prevailing economic conditions such as the company’s performance (ie. earnings) supply and demand and interest rates.
A municipal bond is a bond issued by a city or other local government, or their agencies. Potential issuers of municipal bonds include cities, counties, redevelopment agencies, special-purpose districts, school districts, public utility districts, publicly owned airports and seaports, and any other governmental entity (or group of governments) below the state level. Municipal bonds may be general obligations of the issuer or secured by specified revenues. Interest income received by holders of municipal bonds is often exempt from the federal income tax and from the income tax of the state in which they are issued, although municipal bonds issued for certain purposes may not be tax exempt.
At December 31, 2011, $13.5 million or 2.1% of our securities (excluding Federal Home Loan Bank of Dallas stock) were scheduled to mature in less than one year and securities with maturity dates 10 years and over totaled 44.1% of the total portfolio. The average maturity of the securities portfolio was 7.3 years.
At December 31, 2011, securities totaling $520.5 million were classified as available for sale and $112.7 million were classified as held to maturity, compared to $322.1 million classified as available for sale and $159.8 million classified as held to maturity at December 31, 2010. Gross realized gains were $3.5 million, $3.0 million and $2.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. Gross realized losses were $0, $9,000 and $0.1 million for the years 2011, 2010 and 2009, respectively. The tax (benefit) provision applicable to these realized net (losses)/gains amounted to $1.2 million, $1.0 million, and $0.7 million for 2011, 2010 and 2009, respectively. Proceeds from sales of securities classified as available for sale amounted to $39.6 million, $31.8 million and $22.1 million for the years ended December 31, 2011, 2010 and 2009, respectively.
The held to maturity portfolio is comprised of government sponsored enterprise securities such as FHLB, FNMA, FHLMC, and FFCB. The securities have maturities of 15 years or less and the securities are used to collateralize public funds. The Company has maintained public funds in excess of $175.0 million since December 2007. Management believes that public funds will continue to be a significant part of the Company's deposit base and will need to be collateralized by securities in the investment portfolio.
Management believes that the Company has both the intent and ability to hold to maturity the $112.7 million in securities placed in this category. Management has modeled the investment portfolio for liquidity risks and believes that the Company has the ability under multiple interest rate scenarios to hold the portfolio to maturity. Securities classified as available for sale are measured at fair market value and securities classified as held to maturity are measured at book value. The Company obtains fair value measurements from an independent pricing service to value securities classified as available for sale. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, market yield curves, prepayment speeds, credit information and the instrument’s contractual terms and conditions, among other things. For more information on securities and fair market value see Notes 5 and 23 to the Consolidated Financial Statements.
Total net securities gains were $3.5 million of which net AFS gains totaled $3.3 million and net HTM gains from securities called totaled $0.2 million at December 31, 2011. Securities classified as available for sale had gross unrealized gains totaling $8.3 million at December 31, 2011, which includes $1.4 million in unrealized gains on agency securities, $6.3 million in unrealized gains on corporate bonds, $38,000 in unrealized gains on mutual funds or other equity securities, and $0.6 million in unrealized gains on municipal bonds. Securities classified as available for sale had gross unrealized losses totaling $1.6 million at December 31, 2011, which includes $0.3 million in unrealized losses on agency securities, $1.2 million in unrealized losses on corporate bonds, and $1,000 in unrealized losses on municipal bonds. Securities classified as held to maturity had gross unrealized losses totaling $4,000 at December 31, 2011. Held to maturity securities had $0.5 million in unrealized gains as of December 31, 2011. At December 31, 2010, securities classified as available for sale had gross unrealized losses totaling $5.5 million.
At December 31, 2011, 141 debt securities and 1 municipal security have gross unrealized losses of $1.6 million or 1.8% of amortized cost. The Company believes that it will collect all amounts contractually due and has the intent and the ability to hold these securities until the fair value is at least equal to the carrying value. The Company had 9 U.S. Government agency securities and 116 corporate debt securities that had gross unrealized losses for less than 12 months. The Company had 9 corporate debt securities which have been in a continuous unrealized loss position for 12 months or longer. All securities with unrealized losses greater than 12 months were classified as available for sale totaling $3.4 million. Securities with unrealized losses less than 12 months included $80.7 million classified as available for sale and $3.0 million in held to maturity agency securities.
Average securities as a percentage of average interest-earning assets were 46.7% for the year December 31, 2011 and 35.5% for the year ended December 31, 2010. At December 31, 2011 and 2010 the carrying value of securities pledged to secure public funds totaled $428.6 million and $290.0 million, respectively.
A summary comparison of securities by type at December 31, 2011 and December 31, 2010 is shown below.
| | December 31, 2011 | | December 31, 2010 |
| (in thousands) | Amortized Cost | | | | | | Fair Value | | | | | | | | |
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | 319,113 | | $ | 1,422 | | $ | (328 | ) | $ | 320,207 | | $ | 172,958 | | $ | 242 | | $ | (3,982 | ) | $ | 169,218 |
| Corporate debt securities | | 171,927 | | | 6,250 | | | (1,222 | ) | | 176,955 | | | 139,425 | | | 4,821 | | | (1,375 | ) | | 142,871 |
| Mutual funds or other equity securities | | 2,773 | | | 38 | | | - | | | 2,811 | | | 750 | | | 3 | | | (88 | ) | | 665 |
| Municipal bonds | | 19,916 | | | 609 | | | (1 | ) | | 20,524 | | | 9,388 | | | - | | | (14 | ) | | 9,374 |
Total available for sale securities | $ | 513,729 | | $ | 8,319 | | $ | (1,551 | ) | $ | 520,497 | | $ | 322,521 | | $ | 5,066 | | $ | (5,459 | ) | $ | 322,128 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Held to maturity: | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | 112,666 | | $ | 535 | | $ | (4 | ) | $ | 113,197 | | $ | 159,833 | | $ | - | | $ | (4,507 | ) | $ | 155,326 |
Total held to maturity securities | $ | 112,666 | | $ | 535 | | $ | (4 | ) | $ | 113,197 | | $ | 159,833 | | $ | - | | $ | (4,507 | ) | $ | 155,326 |
The Company believes that the securities with unrealized losses reflect impairment that is temporary and that there are currently no securities with other-than-temporary impairment. Other-than-temporary impairment charges were $0.1 million in 2011 and consisted of the write down of two BBC Capital Trust bonds. In August of 2011 these bonds were sold and $45,000 of the write-down was recovered and recognized as a gain on sale of securities in other noninterest income. During 2010, the Company did not record an impairment write-down on its securities and during 2009, the Company recorded an impairment writedown totaling $0.8 million. The impairment writedown consisted of one corporate debt security totaling $0.2 million issued by Colonial Bank which had an unrealized loss of $0.2 million, three asset backed securities totaling $0.4 million issued by ALESCO which had unrealized losses of $0.4 million and two asset backed securities totaling $0.2 million issued by TRAPEZA which had unrealized losses of $0.2 million.
Investment Portfolio Maturities and Yields.
The composition and maturities of the investment securities portfolio at December 31, 2011 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | December 31, 2011 | |
| | One Year or Less | | More than One Year through Five Years | | More than Five Years through Ten Years | | More than Ten Years | |
| (in thousands except for %) | Amortized Cost | | | | | | | | | | | | | | | |
| Available for sale: | | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | 2,026 | | 0.3 | % | $ | 8,512 | | 1.5 | % | $ | 98,502 | | 2.4 | % | $ | 210,074 | | 3.2 | % |
| Corporate debt securities | | 9,916 | | 6.6 | % | | 47,835 | | 4.3 | % | | 47,835 | | 4.4 | % | | 6,453 | | 6.3 | % |
| Mutual funds or other equity securities | | - | | - | % | | - | | - | % | | - | | - | % | | 2,773 | | 2.8 | % |
| Municipal bonds | | 1,325 | | 2.5 | % | | 3,550 | | 0.9 | % | | 8,242 | | 3.1 | % | | 6,798 | | 4.2 | % |
Total available for sale securities | $ | 13,267 | | 5.2 | % | $ | 59,897 | | 3.7 | % | $ | 214,467 | | 3.5 | % | $ | 226,098 | | 3.3 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Held to maturity: | | | | | | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | - | | - | % | $ | 10,015 | | 1.9 | % | $ | 50,535 | | 3.1 | % | $ | 52,116 | | 3.8 | % |
Total held to maturity securities | $ | - | | - | % | $ | 10,015 | | 1.9 | % | $ | 50,535 | | 3.1 | % | $ | 52,116 | | 3.8 | % |
| | December 31, 2011 | |
| (in thousands except for %) | Amortized Cost | | Fair Value | | | |
| Available for sale: | | | | | | | |
| U.S. Government Agencies | $ | 319,113 | | $ | 320,207 | | 2.9 | % |
| Corporate debt securities | | 171,927 | | | 176,956 | | 4.6 | % |
| Mutual funds or other equity securities | | 2,773 | | | 2,810 | | 2.5 | % |
| Municipal bonds | | 19,916 | | | 20,524 | | 3.0 | % |
Total available for sale securities | $ | 513,729 | | $ | 520,497 | | 3.5 | % |
| | | | | | | | | |
| Held to maturity: | | | | | | | | |
| U.S. Government Agencies | $ | 112,666 | | $ | 113,197 | | 3.9 | % |
Total held to maturity securities | $ | 112,666 | | $ | 113,197 | | 3.3 | % |
Deposits.
The following table sets forth the distribution of our total deposit accounts, by account type, for the periods indicated.
| | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| (in thousands except for %) | Balance | | As % of Total | | Weighted Average Rate | | Balance | | As % of Total | | Weighted Average Rate | | Balance | | As % of Total | | Weighted Average Rate | |
| Noninterest-bearing Demand | $ | 167,925 | | 13.9 | % | | 0.0 | % | | $ | 130,897 | | 13.0 | % | | 0.0 | % | | $ | 131,818 | | 16.5 | % | | 0.0 | % | |
| Interest-bearing Demand | | 289,408 | | 24.0 | % | | 0.4 | % | | | 192,139 | | 19.1 | % | | 0.5 | % | | | 188,252 | | 23.5 | % | | 0.6 | % | |
| Savings | | 57,452 | | 4.7 | % | | 0.1 | % | | | 46,663 | | 4.6 | % | | 0.1 | % | | | 40,272 | | 5.0 | % | | 0.2 | % | |
| Time | | 692,517 | | 57.4 | % | | 1.9 | % | | | 637,684 | | 63.3 | % | | 2.3 | % | | | 439,404 | | 55.0 | % | | 2.8 | % | |
| Total Deposits | $ | 1,207,302 | | 100.0 | % | | | | | $ | 1,007,383 | | 100.0 | % | | | | | $ | 799,746 | | 100.0 | % | | | | |
The aggregate amount of time deposits having a remaining term of more than year for the next five years are as follows:
(in thousands) | December 31, 2011 | |
| 2012 | $ | 486,690 | |
| 2013 | | 115,751 | |
| 2014 | | 45,704 | |
| 2015 | | 32,038 | |
| 2016 and thereafter | | 12,334 | |
| Total | $ | 692,517 | |
The table above includes, for December 31, 2011, brokered deposits totaling $5.3 million of which $0.3 million were in reciprocal time deposits acquired from the Certificate of Deposit Account Registry Service (CDARS). The aggregate amount of jumbo time deposits, each with a minimum denomination of $100,000, was approximately $463.0 million and $420.1 million at December 31, 2011 and 2010, respectively.
The following table sets forth the distribution of our time deposit accounts.
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Time deposits of less than $100,000 | $ | 229,505 | | $ | 217,541 | |
| Time deposits of $100,000 through $250,000 | | 166,962 | | | 157,127 | |
| Time deposits of more than $250,000 | | 296,050 | | | 263,016 | |
| Total Time Deposits | $ | 692,517 | | $ | 637,684 | |
As of December 31, 2011, the aggregate amount of time deposit in amounts greater than or equal to $100,000 was approximately $463.0 million. The following table sets forth the maturity of these time deposits as of December 31, 2011, 2010 and 2009.
| | December 31, 2011 | | | | | |
| | Balance | | Weighted Average Rate | | Balance | | | | Balance | | | |
| Due in one year or less | $ | 339,192 | | 1.5 | % | $ | 209,979 | | 1.3 | % | $ | 234,685 | | 1.7 | % |
| Due after one year through three years | | 100,318 | | 2.3 | % | | 189,833 | | 2.6 | % | | 199,300 | | 3.9 | % |
| Due after three years | | 23,502 | | 3.0 | % | | 20,331 | | 3.5 | % | | 16,577 | | 4.9 | % |
| Total | $ | 463,012 | | 1.8 | % | $ | 420,143 | | 2.0 | % | $ | 271,192 | | 2.1 | % |
The following table sets forth public funds as a percent of total deposits.
| (in thousands except for %) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | | December 31, 2008 | |
| Total Public Funds | $ | 431,905 | | | $ | 356,153 | | | $ | 268,474 | | | $ | 225,766 | | |
| Total Deposits | $ | 1,207,302 | | | $ | 1,007,383 | | | $ | 799,746 | | | $ | 780,382 | | |
| Total Public Funds as a percent of Total Deposits | | 35.8 | % | | | 35.4 | % | | | 33.6 | % | | | 28.9 | % | |
Borrowings.
The following table sets forth information concerning balances and interest rates on all of our short-term borrowings at the dates and for the periods indicated.
| (in thousands except for %) | December 31, 2011 | | | | | |
| Outstanding at year end | $ | 12,223 | | $ | 12,589 | | $ | 11,929 | |
| Maximum month-end outstanding | $ | 22,493 | | $ | 30,465 | | $ | 26,372 | |
| Average daily outstanding | $ | 11,030 | | $ | 13,086 | | $ | 18,233 | |
| Weighted average rate during the year | | 0.18 | % | | 0.21 | % | | 0.81 | % |
| Average rate at year end | | 0.21 | % | | 0.21 | % | | 0.23 | % |
Stockholders’ Equity and Return on Equity and Assets.
Stockholders’ equity provides a source of permanent funding, allows for future growth and the ability to absorb unforeseen adverse developments. At December 31, 2011, stockholders’ equity totaled $126.6 million compared to $97.9 million at December 31, 2010. Information regarding performance and equity ratios is as follows:
| | | | | | |
| Return on average assets | 0.65 | % | | 0.99 | % | | 0.80 | % |
| Return on average common equity | 9.77 | % | | 12.65 | % | | 10.84 | % |
| Dividend payout ratio | 59.60 | % | | 40.94 | % | | 50.82 | % |
Results of Operations for the Years Ended December 31, 2011 and 2010
Net Income.
Net income for the year ended December 31, 2011 was $8.0 million, a decrease of $2.0 million or 25.0%, from $10.0 million for the year ended December 31, 2010. Net income available to common shareholders for the period ending December 31, 2011 was $6.1 million, a decrease of $2.6 million from the $8.7 million for the year ended December 31, 2010. The decrease is primarily attributable to an increase of $4.5 million in the provision for loan loss expense. Net interest income increased by $1.3 million. In addition, net gains on sales of securities increased $0.7 million from $2.8 million in 2010 to $3.5 million in 2011 while having a loss from impaired securities in 2011 of $0.1 million compared to having no loss in on impaired securities in 2010. Noninterest expense increased $2.0 million primarily from increased salaries expense as well as an increase in other expenses which include: professional fees, data processing, advertising, insurance, travel, depreciation, sales and franchise tax as well as tax on capital. Income tax expense decreased by $1.5 million due to the decrease in net income and the increase in non-taxable income from the Company's gain on bargain purchase. Earnings per common share for the year ended December 31, 2011 was $0.98 per common share, a decrease of 31.0% or $0.44 per common share from $1.42 per common share for the year ended December 31, 2010.
Net Interest Income.
Net interest income is the largest component of our earnings. It is calculated by subtracting the cost of interest-bearing liabilities from the income earned on interest-earning assets and represents the earnings from our primary business of gathering deposits and making loans and investments. Our long-term objective is to manage this income to provide the largest possible amount of income while balancing interest rate, credit and liquidity risks. A financial institution’s asset and liability structure is substantially different from that of an industrial company, in that virtually all assets and liabilities are monetary in nature. Accordingly, changes in interest rates, which are generally impacted by inflation rates, may have a significant impact on a financial institution’s performance. The impact of interest rate changes depends on the sensitivity to change of our interest-earning assets and interest-bearing liabilities. The effects of the changing interest rate environment in recent years and our interest sensitivity position are discussed below.
Net interest income in 2011 was $39.5 million, an increase of $1.3 million or 3.5%, when compared to $38.2 million in 2010. Loans, on average for 2011, were our largest interest-earning asset, and 46.4% of our total loans (less nonaccruals and unearned income) are floating rate loans which are primarily tied to the prime lending rate. Loans which have floors greater than the rate due under the variable rate provision are considered fixed rate loans until such time that the floors equals the rate due under the variable rate provision. The Company’s investment portfolio continued to increase in size relative to the loan portfolio during 2011. The interest income from securities was $19.7 million in 2011, an increase of $4.7 million from 2010. Securities interest income represented approximately 36.0% of interest income for 2011 and 29.2% in 2010. The cost of our interest-bearing liabilities was positively impacted by the reduction all cost of funds paid on interest-bearing liabilities. As of December 31, 2011, time deposits represented 57.4% of our total deposits, which is a decrease from 63.3% of total deposits at December 31, 2010. Comparing 2011 to 2010, the average yield on interest-earning assets decreased by 0.7% and the average rate paid on interest-bearing liabilities decreased by 0.1%. The net yield on interest-earning assets was 3.0% for the year ended December 31, 2011, compared to 3.6% for 2010.
The net interest income yield shown below in the average balance sheet is calculated by dividing net interest income by average interest-earning assets and is a measure of the efficiency of the earnings from balance sheet activities. It is affected by changes in the difference between interest on interest-earning assets and interest-bearing liabilities and the percentage of interest-earning assets funded by interest-bearing liabilities.
The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual 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.
| | December 31, 2011 | | December 31, 2010 | | December 31, 2009 |
(in thousands except for %) | Average Balance | | Interest | | Yield/Rate | | Average Balance | | Interest | | Yield/Rate | | Average Balance | | Interest | | Yield/Rate |
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-earning deposits with banks (1) | $ | 29,733 | | $ | 50 | | 0.2 | % | | $ | 16,932 | | $ | 41 | | 0.2 | % | | $ | 35,800 | | $ | 388 | | 1.1 | % |
| Securities (including FHLB stock) | | 555,808 | | | 19,691 | | 3.5 | % | | | 342,589 | | | 15,043 | | 4.4 | % | | | 245,952 | | | 11,085 | | 4.5 | % |
| Federal funds sold | | 23,172 | | | 19 | | 0.1 | % | | | 11,007 | | | 13 | | 0.1 | % | | | 24,662 | | | 34 | | 0.1 | % |
| Loans, net of unearned income | | 582,687 | | | 34,849 | | 6.0 | % | | | 593,520 | | | 36,293 | | 6.1 | % | | | 599,744 | | | 35,684 | | 6.0 | % |
| Total interest-earning assets | $ | 1,191,400 | | $ | 54,609 | | 4.6 | % | | $ | 964,039 | | $ | 51,390 | | 5.3 | % | | $ | 906,158 | | $ | 47,191 | | 5.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest-earning assets: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash and due from banks | $ | 9,418 | | | | | | | | $ | 17,961 | | | | | | | | $ | 17,775 | | | | | | |
| Premises and equipment, net | | 17,893 | | | | | | | | | 16,662 | | | | | �� | | | | 16,175 | | | | | | |
| Other assets | | 11,876 | | | | | | | | | 17,019 | | | | | | | | | 8,448 | | | | | | |
| Total Assets | $ | 1,230,587 | | | | | | | | $ | 1,015,681 | | | | | | | | $ | 948,556 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Demand deposits | $ | 221,053 | | $ | 920 | | 0.4 | % | | $ | 185,195 | | $ | 846 | | 0.5 | % | | $ | 203,467 | | $ | 1,179 | | 0.6 | % |
| Savings deposits | | 53,043 | | | 50 | | 0.1 | % | | | 43,544 | | | 42 | | 0.1 | % | | | 41,747 | | | 98 | | 0.2 | % |
| Time deposits | | 679,736 | | | 13,962 | | 2.1 | % | | | 529,181 | | | 12,218 | | 2.3 | % | | | 479,255 | | | 13,310 | | 2.8 | % |
| Borrowings | | 12,742 | | | 186 | | 1.5 | % | | | 27,324 | | | 117 | | 0.4 | % | | | 22,907 | | | 257 | | 1.1 | % |
Total interest-bearing liabilities | $ | 966,574 | | $ | 15,118 | | 1.6 | % | | $ | 785,244 | | $ | 13,223 | | 1.7 | % | | $ | 747,376 | | $ | 14,844 | | 2.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Noninterest-bearing liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Demand deposits | $ | 149,523 | | | | | | | | $ | 125,520 | | | | | | | | $ | 117,805 | | | | | | |
| Other | | 6,169 | | | | | | | | | 5,343 | | | | | | | | | 6,240 | | | | | | |
Total Liabilities | $ | 1,122,266 | | | | | | | | $ | 916,107 | | | | | | | | $ | 871,421 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stockholders' equity | | 108,321 | | | | | | | | | 99,574 | | | | | | | | | 77,135 | | | | | | |
| Total Liabilities and Stockholders' | $ | 1,230,587 | | | | | | | | $ | 1,015,681 | | | | | | | | $ | 948,556 | | | | | | |
| Net interest income | | | | $ | 39,491 | | | | | | | | $ | 38,167 | | | | | | | | $ | 32,347 | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net interest rate spread (2) | | | | | | | 3.0 | % | | | | | | | | 3.6 | % | | | | | | | | 3.2 | % |
Net interest-earning assets (3) | $ | 224,826 | | | | | | | | $ | 178,795 | | | | | | | | $ | 158,782 | | | | | | |
Net interest margin (4) | | | | | | | 3.3 | % | | | | | | | | 4.0 | % | | | | | | | | 3.6 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Average interest-earning assets to interest-bearing liabilities | | | | | | | 123.3 | % | | | | | | | | 122.8 | % | | | | | | | | 121.2 | % |
| (1) | Interest-earning deposits with banks include reserves kept with the Federal Reserve Bank that are classified on the balance sheet as "cash and due from banks". The reserves are not classified as interest-earning demand deposits on the balance sheet because interest is only paid on amounts in excess of minimum reserve requirements. |
| (2) | Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. |
| (3) | Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities. |
| (4) | Net interest margin represents net interest income divided by average total interest-earning assets. |
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the periods indicated. The table distinguishes between (i) changes attributable to rate (change in rate multiplied by the prior period’s volume), (ii) changes attributable to volume (changes in volume multiplied by the prior period’s rate), (iii) mixed changes (changes that are not attributable to either rate of volume) and (iv) total increase (decrease) (the sum of the previous columns).
| | Years Ended December 31, | |
| | 2011 Compared to 2010 | | 2010 Compared to 2009 | |
| | Increase (Decrease) Due To | | Increase (Decrease) Due To | |
| (in thousands except for %) | Volume | | Rate | | Rate/Volume | | Increase/Decrease | | Volume | | Rate | | Rate/Volume | | Increase/Decrease | |
| Interest earned on: | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-earning deposits with banks | $ | 31 | | $ | (13 | ) | $ | (9 | ) | $ | 9 | | $ | (204 | ) | $ | (301 | ) | $ | 158 | | $ | (347 | ) |
| Securities (including FHLB stock) | | 9,363 | | | (2,905 | ) | | (1,809 | ) | | 4,649 | | | 4,355 | | | (285 | ) | | (112 | ) | | 3,958 | |
| Federal funds sold | | 14 | | | (4 | ) | | (4 | ) | | 6 | | | (19 | ) | | (5 | ) | | 3 | | | (21 | ) |
| Loans held for sale | | (5 | ) | | (5 | ) | | 5 | | | (5 | ) | | (2 | ) | | - | | | - | | | (2 | ) |
| Loans, net of unearned income | | (657 | ) | | (797 | ) | | 14 | | | (1,440 | ) | | (368 | ) | | 989 | | | (10 | ) | | 611 | |
Total interest income | $ | 8,746 | | $ | (3,724 | ) | $ | (1,803 | ) | $ | 3,219 | | $ | 3,762 | | $ | 398 | | $ | 39 | | $ | 4,199 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest paid on: | | | | | | | | | | | | | | | | | | | | | | | | |
| Demand deposits | $ | 164 | | $ | (75 | ) | $ | (15 | ) | $ | 74 | | $ | (106 | ) | $ | (249 | ) | $ | 22 | | $ | (333 | ) |
| Savings deposits | | 9 | | | (1 | ) | | - | | | 8 | | | 4 | | | (58 | ) | | (2 | ) | | (56 | ) |
| Time deposits | | 3,476 | | | (1,349 | ) | | (384 | ) | | 1,743 | | | 1,387 | | | (2,245 | ) | | (234 | ) | | (1,092 | ) |
| Borrowings | | (62 | ) | | 282 | | | (150 | ) | | 70 | | | 50 | | | (159 | ) | | (31 | ) | | (140 | ) |
Total interest expense | $ | 3,587 | | $ | (1,143 | ) | $ | (549 | ) | $ | 1,895 | | $ | 1,335 | | $ | (2,711 | ) | $ | (245 | ) | $ | (1,621 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in net interest income | $ | 5,159 | | $ | (2,581 | ) | $ | (1,254 | ) | $ | 1,324 | | $ | 2,427 | | $ | 3,109 | | $ | 284 | | $ | 5,820 | |
Provision for Loan Losses.
The provision for loan losses was $10.2 million and $5.7 million in 2011 and 2010, respectively. The increased 2011 provisions were attributable to $9.6 million in net loan charge-offs during 2011 compared to $5.3 million in 2010. Of the loan charge-offs in 2011, approximately $8.0 million were loans secured by real estate of which $5.2 million were commercial real estate and approximately $2.7 million were residential properties. The loan charge-offs for commercial and industrial loans totaled $1.6 million. Recoveries for 2011 of $0.7 million were recognized on loans previously charged off as compared to $0.4 million in 2010. The allowance for loan losses at December 31, 2011 was $8.9 million, compared to $8.3 million at December 31, 2010, and was 1.55% and 1.44% of total loans, respectively. Management believes that the current level of the allowance is adequate to cover losses in the loan portfolio given the current economic conditions, expected net charge-offs and nonperforming asset levels.
Noninterest Income.
Noninterest income totaled $11.3 million in 2011, an increase of $1.7 million when compared to $9.6 million in 2010. Service charges, commissions and fees totaled $4.6 million for 2011 and $4.1 million for 2010. The increase was mainly attributable to a $1.7 million gain on bargain purchase. Net securities gains were $3.5 million in 2011 compared to $2.8 million in 2010. There were $0.1 million in other-than-temporary impairment charges in 2011 compared to no impairment charges on securities in 2010. Net gains on sale of loans were $0.1 million in 2011 and $0.3 million in 2010. Other noninterest income increased $0.1 million to $1.5 million in 2011 from $1.4 million in 2010.
Noninterest expense totaled $28.8 million in 2011 and $26.8 million in 2010. Salaries and benefits increased $0.8 million in 2011 to $12.5 million compared to $11.8 million in 2010. This can be partly explained by the total number of employees increasing from 246 full-time equivalents at December 31, 2010 to 269 at December 31, 2011. Occupancy and equipment expense totaled $3.5 million and $3.2 million in 2011 and 2010, respectively. Regulatory assessment expense totaled $1.7 million in 2011 compared to $1.5 million in 2010. For 2011 the net cost of other real estate and repossessions increased $0.5 million to $1.3 million, when compared to $0.9 million in 2010. Other noninterest expense totaled $12.8 million in 2011, an increase of $1.0 million or 8.0% when compared to $11.9 million in 2010. This increase is largely due to an increase of legal and professional fees resulting from acquisition activity as well as regulatory assessments and other noninterest expenses.
| The following is a summary of the significant components of other noninterest expense: | |
| | |
(in thousands) | December 31, 2011 | | | | December 31, 2009 | |
| Other noninterest expense: | | | | | | | |
| Legal and professional fees | $ | 2,208 | | $ | 1,791 | | $ | 1,254 | |
| Data processing | | 1,230 | | | 1,143 | | | 1,067 | |
| Marketing and public relations | | 654 | | | 1,426 | | | 809 | |
| Taxes - sales, capital, and franchise | | 640 | | | 620 | | | 529 | |
| Operating supplies | | 574 | | | 594 | | | 537 | |
| Travel and lodging | | 492 | | | 435 | | | 398 | |
| Telephone | | 197 | | | 177 | | | 192 | |
| Amortization of core deposits | | 285 | | | 218 | | | 291 | |
| Donations | | 297 | | | 778 | | | 221 | |
| Net costs from other real estate and repossessions | | 1,317 | | | 858 | | | 399 | |
| Regulatory assessment | | 1,663 | | | 1,496 | | | 2,049 | |
| Other | | 3,262 | | | 2,331 | | | 2,618 | |
Total other noninterest expense | $ | 12,819 | | $ | 11,867 | | $ | 10,364 | |
During 2010, the Company made a noncash donation of approximately $0.7 million associated with the sale of our sale the Benton, Louisiana branch facility. This donation is reflected in marketing and public relations expense.
Total noninterest expense includes expenses paid to related parties. Related parties include the Company’s executive officers, directors and certain business organizations and individuals with which such persons are associated. During the years ended 2011 and 2010, the Company paid approximately $2.3 million, $2.2 million and $2.2 million, respectively, for goods and services from related parties for the years 2011, 2010 and 2009, respectively. See Note 17 to the Consolidated Financial Statements for additional information.
Income Taxes.
The provision for income taxes for the years ended December 31, 2011, 2010, and 2009 was $3.7 million, $5.2 million, and $3.7 million respectively. The decrease in the provision for income taxes is a result of lower income and an increase in non-taxable income for 2011 when compared to 2010. The Company's statutory tax rate in 2011 was 34.0% which was relatively unchanged from 34.2% and 34.0% in 2010 and 2009 respectively. See Note 20 to the Consolidated Financial Statements for additional information.
Results of Operations for the Years Ended December 31, 2010 and 2009
Net Income.
Net income for the year ended December 31, 2010 was $10.0 million, an increase of $2.4 million or 32.0%, from $7.6 million for the year ended December 31, 2009. Net income available to common shareholders for the year ended December 31, 2010 was $8.7 million, an increase of $1.7 million from the $7.0 million for the year ended December 31, 2009. The increase in income can be largely attributed to an increase of $4.0 million in securities interest income as well as a year over year reduction of $1.6 million in interest expense. Net interest income increased by $5.8 million and the provision for loan losses increased $1.5 million. In addition, net gains on sales of securities increased $0.8 million from $2.1 million in 2009 to $2.8 million in 2010 as well as no loss from impaired securities in 2010 compared to a $0.8 million loss in 2009. Noninterest expense increased $2.8 million primarily from increased salaries expense as well as an increase in other expenses which include: professional fees, data processing, advertising, insurance, travel, depreciation, sales and franchise tax as well as tax on capital. Income tax expense increased by $1.5 million due to the increase in net income. Earnings per common share for the year ended December 31, 2010 was $1.42 per common share, an increase of 24.6% or $0.28 per common share from $1.14 per common share for the year ended December 31, 2009.
Net Interest Income.
Net interest income in 2010 was $38.2 million, an increase of $5.8 million or 18.0%, when compared to $32.3 million in 2009. Loans are our largest interest-earning asset, and 62.3% of our total loans are floating rate loans which are primarily tied to the prime lending rate. After the prime rate dropped 400 basis points in 2008, Management began adding floors to floating rate loans. Loans which have floors greater than the rate due under the variable rate provision are considered fixed rate loans until such time that the floors equals the rate due under the variable rate provision. The loan floors were the first step to managing the net interest income and have continued into 2010 as well as continuing to build the investment portfolio. The cost of our interest-bearing liabilities was positively impacted by the reduction all cost of funds paid on interest-bearing liabilities. As of December 31, 2010, time deposits represented 63.3% of our total deposits, which is an increase from 54.9% of total deposits at December 31, 2009. Comparing 2010 to 2009, the average yield on interest-earning assets increased by 0.12% and the average rate paid on interest-bearing liabilities decreased by 0.30%. The net yield on interest-earning assets was 4.0% for the year ended December 31, 2010, compared to 3.6% for 2009.
Provision for Loan Losses.
The provision for loan losses was $5.7 million and $4.2 million in 2010 and 2009, respectively. The increased 2010 provisions were attributable to $5.3 million in net loan charge-offs during 2010 compared to $2.7 million in 2009. Of the loan charge-offs in 2010, approximately $1.7 million were loans secured by real estate of which $0.2 million were commercial real estate and approximately $1.5 million were residential properties. The majority of the loan charge-offs in 2010 consisted of commercial and industrial loans which totaled $3.4 million. Recoveries for 2010 of $0.4 million were recognized on loans previously charged off as compared to $0.2 million in 2009. Of the loan charge-offs during 2009, approximately $1.6 million were loans secured by real estate of which $0.6 million were commercial real estate and approximately $0.6 million were residential properties. The allowance for loan losses at December 31, 2010 was $8.3 million, compared to $7.9 million at December 31, 2009, and was 1.44% and 1.34% of total loans, respectively.
Noninterest Income.
Noninterest income totaled $9.6 million in 2010, an increase of $2.4 million when compared to $7.1 million in 2009. Service charges, commissions and fees totaled $4.1 million for 2010 and were relatively unchanged when compared to 2009. Net securities gains were $2.8 million in 2010 compared to $2.1 million in 2009. There were no other-than-temporary impairment charges in 2010 compared to a charge of $0.8 million in 2009. Net gains on sale of loans were $0.3 million in 2010 and $0.4 million in 2009. Other noninterest income increased $1.0 million to $2.3 million in 2010 from $1.3 million in 2009. The increase in other noninterest income can be attributed to a $1.0 million gain on the sale of a facility that previously housed our Benton, LA branch prior to opening our new Benton facility in January 2010. This gain is partially offset by a donation of $0.7 million of the purchase price to the governmental entity that purchased the building. That donation is included in other non-interest expenses.
Noninterest Expense.
Noninterest expense totaled $26.8 million in 2010 and $24.0 million in 2009. Salaries and benefits increased $1.0 million in 2010 to $11.8 million compared to $10.8 million in 2009. This can be partly explained by the total number of employees increasing from 230 full-time equivalents at December 31, 2009 to 246 at December 31, 2010; and partly due to the efforts of the Bank and its management team to attract and retain quality employees. Occupancy and equipment expense totaled $3.2 million and $2.9 million in 2010 and 2009, respectively. Regulatory assessment expense totaled $1.5 million in 2010 compared to $2.0 million in 2009. During the second quarter of 2009, a special assessment was imposed on all financial institutions. The 2009 special assessment for the Company totaled $0.4 million. For 2010 the net cost of other real estate and repossessions increased $0.5 million in 2010 to $0.9 million, when compared to $0.4 million in 2009. Other noninterest expense totaled $9.5 million in 2010, an increase of $1.6 million or 20.2% when compared to $7.9 million in 2009. This increase is largely due to an increase of $0.7 million in marketing and public relations, which is the result of a donation of $0.7 million of the purchase price to a government entity that purchased a building from the Bank, $0.5 million increase in professional fees relating to the acquisition of the Bank of Greensburg in Greensburg, LA, and an increase of $0.2 million in data processing expenses.
Income Taxes.
The provision for income taxes for the years ended December 31, 2010 and 2009 was $5.2 million and $3.7 million, respectively. The increase in the provision for income taxes is a result of higher income for 2010 when compared to 2009. The Company's statutory tax rate in 2010 was 34.2% which was relatively unchanged from 34.0% in 2009, respectively.
Asset/Liability Management and Market Risk
Asset/Liability Management.
Our asset/liability management (ALM) process consists of quantifying, analyzing and controlling interest rate risk (IRR) to maintain reasonably stable net interest income levels under various interest rate environments. The principal objective of ALM is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintain adequate levels of liquidity.
The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets, consisting primarily of loans secured by real estate and fixed rate securities in our investment portfolio, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior Management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee, which consists of executive Management and other bank personnel operating under a policy adopted by the Board of Directors, meets as needed to review our asset/liability policies and interest rate risk position.
The interest spread and liability funding discussed below are directly related to changes in asset and liability mixes, volumes, maturities and repricing opportunities for interest-earning assets and interest-bearing liabilities. Interest-sensitive assets and liabilities are those which are subject to being repriced in the near term, including both floating or adjustable rate instruments and instruments approaching maturity. The interest sensitivity gap is the difference between total interest-sensitive assets and total interest-sensitive liabilities. Interest rates on our various asset and liability categories do not respond uniformly to changing market conditions. Interest rate risk is the degree to which interest rate fluctuations in the marketplace can affect net interest income.
To maximize our margin, we attempt to be somewhat more asset sensitive during periods of rising rates and more liability sensitive during periods of falling rates. The need for interest sensitivity gap management is most critical in times of rapid changes in overall interest rates. We generally seek to limit our exposure to interest rate fluctuations by maintaining a relatively balanced mix of rate sensitive assets and liabilities on a one-year time horizon. The mix is relatively difficult to manage. Because of the significant impact on net interest margin from mismatches in repricing opportunities, the asset-liability mix is monitored periodically depending upon management’s assessment of current business conditions and the interest rate outlook. Exposure to interest rate fluctuations is maintained within prudent levels by the use of varying investment strategies.
We monitor interest rate risk using an interest sensitivity analysis set forth on the following table. This analysis, which we prepare monthly, reflects the maturity and repricing characteristics of assets and liabilities over various time periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at December 31, 2011 shown below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
| | December 31, 2011 | |
| | Interest Sensitivity Within | |
(in thousands) | 3 Months Or Less | | Over 3 Months thru 12 Months | | Total One Year | | Over One Year | | Total | |
| Earning Assets: | | | | | | | | | | |
| Loans (including loans held for sale) | $ | 133,824 | | $ | 119,553 | | $ | 253,377 | | $ | 319,723 | | $ | 573,100 | |
| Securities (including FHLB stock) | | 2,750 | | | 10,755 | | | 13,505 | | | 620,301 | | | 633,806 | |
| Federal Funds Sold | | 68,630 | | | - | | | 68,630 | | | - | | | 68,630 | |
| Other earning assets | | 2 | | | - | | | 2 | | | - | | | 2 | |
| Total earning assets | $ | 205,206 | | $ | 130,308 | | $ | 335,514 | | $ | 940,024 | | $ | 1,275,538 | |
| | | | | | | | | | | | | | | | |
| Source of Funds: | | | | | | | | | | | | | | | |
| Interest-bearing accounts: | | | | | | | | | | | | | | | |
| Demand deposits | $ | 144,704 | | $ | - | | $ | 144,704 | | $ | 144,704 | | $ | 289,408 | |
| Savings deposits | | 28,726 | | | - | | | 28,726 | | | 28,726 | | | 57,452 | |
| Time deposits | | 156,357 | | | 330,333 | | | 486,690 | | | 205,827 | | | 692,517 | |
| Short-term borrowings | | 12,223 | | | - | | | 12,223 | | | - | | | 12,223 | |
| Long-term borrowings | | - | | | - | | | - | | | 3,200 | | | 3,200 | |
| Noninterest-bearing, net | | - | | | - | | | - | | | 220,738 | | | 220,738 | |
| Total source of funds | $ | 342,010 | | $ | 330,333 | | $ | 672,343 | | $ | 603,195 | | $ | 1,275,538 | |
| | | | | | | | | | | | | | | | |
| Period gap | $ | (136,804 | ) | $ | (200,025 | ) | $ | (336,829 | ) | $ | 336,829 | | | | |
| Cumulative gap | $ | (136,804 | ) | $ | (336,829 | ) | $ | (336,829 | ) | $ | - | | | | |
| | | | | | | | | | | | | | | | |
| Cumulative gap as a percent of earning assets | | -10.7 | % | | -26.4 | % | | -26.4 | % | | | | | | |
Net Interest Income at Risk.
Net interest income (NII) at risk measures the risk of a decline in earnings due to changes in interest rates. The table below presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in the yield curve at December 31, 2011. Shifts are measured in 100 basis point increments (+ 200 through - 200 basis points,) from base case. Base case encompasses key assumptions for asset/liability mix, loan and deposit growth, pricing, prepayment speeds, deposit decay rates, securities portfolio cash flows and reinvestment strategy and the market value of certain assets under the various interest rate scenarios. The base case scenario assumes that the current interest rate environment is held constant throughout the forecast period; the instantaneous shocks are performed against that yield curve.
| December 31, 2011 |
| Change in Interest Rates (basis points) | | Estimated Increase(Decrease) in NII |
| -200 | | 0.3 | % |
| -100 | | 0.1 | % |
| Stable | | 0.0 | % |
| +100 | | -1.7 | % |
| +200 | | -5.4 | % |
The increasing rate scenarios show lower levels of net interest income and higher levels of volatility. The decreasing scenarios show slightly higher levels of NII. These scenarios are instantaneous shocks that assume balance sheet management will mirror the base case. Should the yield curve begin to rise or fall, Management has several strategies available to maximize earnings opportunities or offset the negative impact to earnings. For example, in a falling rate environment, deposit pricing strategies could be adjusted to further sway customer behavior to non-contractual or short-term (less than 12 months) contractual deposit products which would reset downward with the changes in the yield curve and prevailing market rates. Another opportunity at the start of such a cycle would be reinvesting the securities portfolio cash flows into longer term, non-callable bonds that would lock in higher yields.
Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to NII than indicated above. Strategic management of our balance sheet and earnings would be adjusted to accommodate these movements. As with any method of measuring IRR, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring its exposure to interest rate risk.
Liquidity and Capital Resources
On September 22, 2011, the Company received $39.4 million in funds from the U.S. Treasury's Small Business Lending Fund ("SBLF") program. A portion of the funds from the SBLF were used to redeem the Company's Series A and B Preferred Stock issued to the Treasury under the CPP. The dividend rate on the shares of the preferred stock issued in connection with the SBLF will be dependent on the Company's volume of qualified small business loans. The initial dividend rate is 5.0%.
Liquidity.
Liquidity refers to the ability or flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows the Company to have sufficient funds available to meet customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Liquid assets include cash and due from banks, interest-earning demand deposits with banks, federal funds sold and available for sale investment securities. Including securities pledged to collateralize public fund deposits, these assets represent 32.8% and 32.4% of the total liquidity base at December 31, 2011 and 2010, respectively.
Loans maturing or repricing within one year or less at December 31, 2011 totaled $247.7 million. At December 31, 2011, time deposits maturing within one year or less totaled $488.3 million.
The Company maintained a net borrowing capacity at the Federal Home Loan Bank totaling $134.9 million and $52.2 million at December 31, 2011 and 2010, respectively. This increase in availability at Federal Home Loan Bank during 2011 primarily resulted from the use of fewer FHLB letters of credit to secure public funds. We also maintain federal funds lines of credit at three correspondent banks with borrowing capacity of $41.1 million as of December 31, 2011. The Company maintains a revolving line of credit for $2.5 million with an availability of $2.5 million at December 31, 2011. At December 31, 2011, the Company did not have an outstanding balance on these lines of credit. Management believes there is sufficient liquidity to satisfy current operating needs.
Capital Resources
The Company's capital position is reflected in stockholders’ equity, subject to certain adjustments for regulatory purposes. Further, our capital base allows us to take advantage of business opportunities while maintaining the level of resources we deem appropriate to address business risks inherent in daily operations.
Total equity increased to $126.6 million as of December 31, 2011 from $97.9 million as of December 31, 2010. The increase in stockholders’ equity resulted from the issuance of $39.4 million in Series C preferred stock, net income of $8.0 million, a change in accumulated other comprehensive income of $4.7 million and issuance of common stock for the Greensburg Bancshares acquisition of $3.0 million. The increases were partially offset by the redemption of $21.1 million of Series A and B preferred stock, dividends paid to common stockholders totaling $3.6 million and preferred stock dividends totaling $1.8 million. Cash dividends paid to common shareholders were $0.58 per share for the twelve month periods ending December 31, 2011 and 2010.
Off-balance sheet commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at December 31, 2011 and December 31, 2010:
(in thousands) | December 31, 2011 | | December 31, 2010 | |
| Commitments to Extend Credit | $ | 13,264 | | $ | 20,561 | |
| Unfunded Commitments under lines of credit | $ | 69,522 | | $ | 74,643 | |
| Commercial and Standby letters of credit | $ | 6,745 | | $ | 5,681 | |
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Management's credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties.
Standby and commercial letters of credit are conditional commitments to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term, one year or less; however, some guarantees extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral requirements are the same as on-balance sheet instruments and commitments to extend credit. There were no losses incurred on any commitments in 2011, 2010 or 2009.
Contractual Obligations
The following table summarizes our significant fixed and determinable contractual obligations and other funding needs by payment date at December 31, 2011. The payment amounts represent those amounts due to the recipient and do not include any unamortized premiums or discounts or other similar carrying amount adjustments.
| Payments Due by Period: | December 31, 2011 | |
| (in thousands) | One Year or Less | | One Through Three Years | | Over Three Years | | Total | |
| Operating leases | $ | 21 | | $ | 21 | | $ | 11 | | $ | 53 | |
| Software contracts | | 1,696 | | | 2,882 | | | 905 | | | 5,483 | |
| Time deposits | | 486,690 | | | 161,455 | | | 44,372 | | | 692,517 | |
| Short-term borrowings | | 12,223 | | | - | | | - | | | 12,223 | |
| Long-term borrowings | | 600 | | | 1,200 | | | 1,400 | | | 3,200 | |
| Total | $ | 502,866 | | $ | 165,967 | | $ | 44,643 | | $ | 713,476 | |
Impact of Inflation and Changing Prices
The consolidated financial statements and related financial data presented herein have been prepared in accordance with generally accepted accounting principles, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, the majority of the Company’s assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on the Company’s performance than does the effect of inflation. Although fluctuations in interest rates are neither completely predictable or controllable, the Company regularly monitors its interest rate position and oversees its financial risk Management by establishing policies and operating limits (see “Asset/Liability Management and Market Risk” section). Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates. Although not as critical to the banking industry as to other industries, inflationary factors may have some impact on the Company’s growth, earnings, total assets and capital levels. Management does not expect inflation to be a significant factor in 2012.
Item 7A – Quantitative and Qualitative Disclosures about Market Risk
For discussion on this matter, see the “Asset/Liability Management and Market Risk” section of this analysis.
Item 8 - Financial Statements and Supplementary Data
Report of Castaing, Hussey & Lolan, LLC
Independent Registered Accounting Firm
To the Stockholders and Board of Directors
First Guaranty Bancshares, Inc.
We have audited the accompanying consolidated balance sheets of First Guaranty Bancshares, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of First Guaranty Bancshares, Inc. as of December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
We also audited, in accordance with the standards of the American Institute of Certified Public Accountants, First Guaranty Bancshares, Inc.'s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March, 29, 2012, expressed an unqualified opinion thereon.
/s/ Castaing, Hussey & Lolan, LLC
Castaing, Hussey & Lolan, LLC
New Iberia, Louisiana
March 29, 2012
| |
| CONSOLIDATED BALANCE SHEETS | |
| | |
| (in thousands, except share data) | December 31, 2011 | | December 31, 2010 | |
| Assets | | | | |
| Cash and cash equivalents: | | | | |
| Cash and due from banks | $ | 43,810 | | $ | 35,695 | |
| Interest-earning demand deposits with banks | | 2 | | | 13 | |
| Federal funds sold | | 68,630 | | | 9,129 | |
| Cash and cash equivalents | $ | 112,442 | | $ | 44,837 | |
| | | | | | | |
| Investment securities: | | | | | | |
| Available for sale, at fair value | $ | 520,497 | | $ | 322,128 | |
Held to maturity, at cost (estimated fair value of $113,197 and $155,326, respectively) | | 112,666 | | | 159,833 | |
| Investment securities | $ | 633,163 | | $ | 481,961 | |
| | | | | | | |
| Federal Home Loan Bank stock, at cost | $ | 643 | | $ | 1,615 | |
| | | | | | | |
| Loans, net of unearned income | $ | 573,100 | | $ | 575,640 | |
| Less: allowance for loan losses | | 8,879 | | | 8,317 | |
| Net loans | $ | 564,221 | | $ | 567,323 | |
| | | | | | | |
| Premises and equipment, net | $ | 19,921 | | $ | 16,023 | |
| Goodwill | | 1,999 | | | 1,999 | |
| Intangible assets, net | | 2,811 | | | 1,729 | |
| Other real estate, net | | 5,709 | | | 577 | |
| Accrued interest receivable | | 8,128 | | | 7,664 | |
| Other assets | | 4,829 | | | 9,064 | |
| Total Assets | $ | 1,353,866 | | $ | 1,132,792 | |
| | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | |
| Deposits: | | | | | | |
| Noninterest-bearing demand | $ | 167,925 | | $ | 130,897 | |
| Interest-bearing demand | | 289,408 | | | 192,139 | |
| Savings | | 57,452 | | | 46,663 | |
| Time | | 692,517 | | | 637,684 | |
| Total deposits | $ | 1,207,302 | | $ | 1,007,383 | |
| | | | | | | |
| Short-term borrowings | $ | 12,223 | | $ | 12,589 | |
| Accrued interest payable | | 3,509 | | | 3,539 | |
| Long-term borrowing | | 3,200 | | | - | |
| Other liabilities | | 1,030 | | | 11,343 | |
| Total Liabilities | $ | 1,227,264 | | $ | 1,034,854 | |
| | | | | | | |
| Stockholders' Equity | | | | | | |
| Preferred stock: | | | | | | |
| Series A - $1,000 par value - authorized 5,000 shares; issued and outstanding 0 and 2,069.9 shares | $ | - | | $ | 19,859 | |
| Series B - $1,000 par value - authorized 5,000 shares; issued and outstanding 0 and 103 shares | | - | | | 1,116 | |
| Series C - $1,000 par value - authorized 39,435 shares; issued and outstanding 39,435 and 0 shares | | 39,435 | | | - | |
Common stock: ¹ | | | | | | |
$1 par value - authorized 100,600,000 shares; issued and outstanding 6,294,227 and 6,115,608 shares, respectively | | 6,294 | | | 6,116 | |
| Surplus | | 39,387 | | | 36,240 | |
| Retained earnings | | 37,019 | | | 34,866 | |
| Accumulated other comprehensive income (loss) | | 4,467 | | | (259 | ) |
| Total Stockholders' Equity | $ | 126,602 | | $ | 97,938 | |
| Total Liabilities and Stockholders' Equity | $ | 1,353,866 | | $ | 1,132,792 | |
| See Notes to the Consolidated Financial Statements. | | | | | | |
¹All share amounts have been restated to reflect the ten percent stock dividend paid February 24, 2012 to stockholders of record as of February 17, 2012.
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY |
| CONSOLIDATED STATEMENTS OF INCOME |
| |
| | Years Ended | |
| (in thousands, except share data) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Interest Income: | | | |
| Loans (including fees) | $ | 34,839 | | $ | 36,288 | | $ | 35,677 | |
| Loans held for sale | | 10 | | | 5 | | | 7 | |
| Deposits with other banks | | 50 | | | 41 | | | 388 | |
| Securities (including FHLB stock) | | 19,691 | | | 15,043 | | | 11,085 | |
| Federal funds sold | | 19 | | | 13 | | | 34 | |
| Total Interest Income | $ | 54,609 | | $ | 51,390 | | $ | 47,191 | |
| | | | | | | | | | |
| Interest Expense: | | | | | | | | | |
| Demand deposits | $ | 920 | | $ | 846 | | $ | 1,179 | |
| Savings deposits | | 50 | | | 42 | | | 98 | |
| Time deposits | | 13,962 | | | 12,218 | | | 13,310 | |
| Borrowings | | 186 | | | 117 | | | 257 | |
| Total Interest Expense | $ | 15,118 | | $ | 13,223 | | $ | 14,844 | |
| | | | | | | | | | |
| Net Interest Income | $ | 39,491 | | $ | 38,167 | | $ | 32,347 | |
| Less: Provision for loan losses | | 10,187 | | | 5,654 | | | 4,155 | |
| Net Interest Income after Provision for Loan Losses | $ | 29,304 | | $ | 32,513 | | $ | 28,192 | |
| | | | | | | | | | |
| Noninterest Income: | | | | | | | | | |
| Service charges, commissions and fees | $ | 4,596 | | $ | 4,133 | | $ | 4,146 | |
| Net gains on securities | | 3,531 | | | 2,824 | | | 2,056 | |
| Loss on securities impairment | | (97 | ) | | - | | | (829 | ) |
| Net gains on sale of loans | | 114 | | | 283 | | | 422 | |
| Gain on sale of fixed assets | | 1 | | | 962 | | | (10 | ) |
| Gain on bargain purchase | | 1,665 | | | - | | | - | |
| Other | | 1,463 | | | 1,363 | | | 1,351 | |
| Total Noninterest Income | $ | 11,273 | | $ | 9,565 | | $ | 7,136 | |
| | | | | | | | | | |
| Noninterest Expense: | | | | | | | | | |
| Salaries and employee benefits | $ | 12,529 | | $ | 11,769 | | $ | 10,752 | |
| Occupancy and equipment expense | | 3,473 | | | 3,191 | | | 2,891 | |
| Other | | 12,819 | | | 11,867 | | | 10,364 | |
| Total Noninterest Expense | $ | 28,821 | | $ | 26,827 | | $ | 24,007 | |
| | | | | | | | | | |
| Income Before Income Taxes | $ | 11,756 | | $ | 15,251 | | $ | 11,321 | |
| Less: Provision for income taxes | | 3,723 | | | 5,226 | | | 3,726 | |
| Net Income | $ | 8,033 | | $ | 10,025 | | $ | 7,595 | |
| Preferred Stock Dividends | | (1,976 | ) | | (1,333 | ) | | (594 | ) |
| Income Available to Common Shareholders | $ | 6,057 | | $ | 8,692 | | $ | 7,001 | |
| | | | | | | | | | |
Per Common Share:¹ | | | | | | | | | |
| Earnings | $ | 0.98 | | $ | 1.42 | | $ | 1.14 | |
| Cash dividends paid | $ | 0.58 | | $ | 0.58 | | $ | 0.58 | |
| | | | | | | | | | |
| Weighted Average Common Shares Outstanding | | 6,205,652 | | | 6,115,608 | | | 6,115,608 | |
See Notes to Consolidated Financial Statements | | | | | | | | | |
¹All share amounts have been restated to reflect the ten percent stock dividend paid February 24, 2012 to stockholders of record as of February 17, 2012.
| FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY | |
| CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |
| | |
| | | | | | | | | | | | | | | | | |
| | Series A | | Series B | | Series C | | | | | | | | Accumulated | | | |
| | Preferred | | Preferred | | Preferred | | Common | | | | | | Other | | | |
| | Stock | | Stock | | Stock | | Stock | | | | Retained | | Comprehensive | | | |
| | $1,000 Par | | $1,000 Par | | $1,000 Par | | $1 Par | | Surplus | | Earnings | | Income/(Loss) | | Total | |
| (in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | |
| Balance December 31, 2008 | $ | - | | $ | - | | $ | - | | $ | 6,116 | | $ | 36,240 | | $ | 26,289 | | $ | (3,158 | ) | $ | 65,487 | |
| Net income | | - | | | - | | | - | | | - | | | - | | | 7,595 | | | - | | | 7,595 | |
Change in unrealized loss on AFS securities, net of reclassification adjustments and taxes | | - | | | - | | | - | | | - | | | - | | | - | | | 5,235 | | | 5,235 | |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | 12,830 | |
| Preferred stock issued | | 19,551 | | | 1,148 | | | - | | | - | | | - | | | - | | | - | | | 20,699 | |
| Cash dividends to common stock ($0.58 per share) | | - | | | - | | | - | | | - | | | - | | | (3,558 | ) | | - | | | (3,558 | ) |
| Preferred stock dividend, amortization and accretion | | 79 | | | (8 | ) | | - | | | - | | | - | | | (594 | ) | | - | | | (523 | ) |
| Balance December 31, 2009 | $ | 19,630 | | $ | 1,140 | | $ | - | | $ | 6,116 | | $ | 36,240 | | $ | 29,732 | | $ | 2,077 | | $ | 94,935 | |
| Net income | | - | | | - | | | - | | | - | | | - | | | 10,025 | | | - | | | 10,025 | |
Change in unrealized loss on AFS securities, net of reclassification adjustments and taxes | | - | | | - | | | - | | | - | | | - | | | - | | | (2,336 | ) | | (2,336 | ) |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | 7,689 | |
| Cash dividends on common stock ($0.58 per share) | | - | | | - | | | - | | | - | | | - | | | (3,558 | ) | | - | | | (3,558 | ) |
| Preferred stock dividend, amortization and accretion | | 229 | | | (24 | ) | | - | | | - | | | - | | | (1,333 | ) | | - | | | (1,128 | ) |
| Balance December 31, 2010 | $ | 19,859 | | $ | 1,116 | | $ | - | | $ | 6,116 | | $ | 36,240 | | $ | 34,866 | | $ | (259 | ) | $ | 97,938 | |
| Net income | | - | | | - | | | - | | | - | | | - | | | 8,033 | | | - | | | 8,033 | |
Change in unrealized loss on AFS securities, net of reclassification adjustments and taxes | | - | | | - | | | - | | | - | | | - | | | - | | | 4,726 | | | 4,726 | |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | 12,759 | |
| Common stock issued in acquisition, 179,036 shares | | - | | | - | | | - | | | 178 | | | 3,147 | | | (294 | ) | | - | | | 3,031 | |
| Preferred stock issued | | - | | | - | | | 39,435 | | | - | | | - | | | - | | | - | | | 39,435 | |
| Cash dividends on common stock ($0.58 per share) | | - | | | - | | | - | | | - | | | - | | | (3,610 | ) | | - | | | (3,610 | ) |
| Preferred stock repurchase, Series A & B | | (20,030 | ) | | (1,098 | ) | | - | | | - | | | - | | | - | | | - | | | (21,128 | ) |
| Preferred stock dividend, amortization and accretion | | 171 | | | (18 | ) | | - | | | - | | | - | | | (1,976 | ) | | - | | | (1,823 | ) |
| Balance December 31, 2011 | $ | - | | $ | - | | $ | 39,435 | | $ | 6,294 | | $ | 39,387 | | $ | 37,019 | | $ | 4,467 | | $ | 126,602 | |
| See Notes to Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | |
¹All share amounts have been restated to reflect the ten percent stock dividend paid February 24, 2012 to stockholders of record as of February 17, 2012.
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| | |
| | Years Ended | |
| (in thousands) | December 31, 2011 | | | | December 31, 2009 | |
| Cash Flows From Operating Activities | | | | | | | |
| Net income | $ | 8,033 | | $ | 10,025 | | $ | 7,595 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
| Provision for loan losses | | 10,187 | | | 5,654 | | | 4,155 | |
| Depreciation and amortization | | 1,718 | | | 1,465 | | | 1,413 | |
| Amortization/Accretion of investments | | 1,109 | | | 71 | | | (768 | ) |
| Gain on bargain purchase | | (1,665 | ) | | - | | | - | |
| Gain on sale/call of securities | | (3,531 | ) | | (3,162 | ) | | (2,066 | ) |
| Gain on sale of assets | | (116 | ) | | (1,244 | ) | | (385 | ) |
| Other than temporary impairment charge on securities | | 97 | | | - | | | 829 | |
| ORE writedowns and loss on disposition | | 764 | | | 693 | | | 270 | |
| FHLB stock dividends | | (5 | ) | | (8 | ) | | (3 | ) |
| Non-cash donation | | - | | | 705 | | | - | |
| Change in other assets and liabilities, net | | 1,379 | | | 2,043 | | | (8,514 | ) |
| Net Cash Provided By Operating Activities | $ | 17,970 | | $ | 16,242 | | $ | 2,526 | |
| | | | | | | | | | |
| Cash Flows From Investing Activities | | | | | | | | | |
| Proceeds from maturities, calls and sales of HTM securities | $ | 227,565 | | $ | 12,724 | | $ | 22,187 | |
| Proceeds from maturities, calls and sales of AFS securities | | 490,661 | | | 800,684 | | | 1,281,594 | |
| Funds invested in HTM securities | | (190,125 | ) | | (159,831 | ) | | - | |
| Funds Invested in AFS securities | | (668,616 | ) | | (864,419 | ) | | (1,419,358 | ) |
| Proceeds from sale/redemption of Federal Home Loan Bank stock | | 2,483 | | | 2,972 | | | - | |
| Funds invested in Federal Home Loan Bank stock | | (1,440 | ) | | (2,032 | ) | | (1,599 | ) |
| Proceeds from maturities of time deposits with banks | | - | | | - | | | 35,094 | |
| Funds invested in time deposits with banks | | - | | | - | | | (13,613 | ) |
| Net decrease in loans | | 50,099 | | | 5,718 | | | 12,620 | |
| Purchases of premises and equipment | | (2,337 | ) | | (1,327 | ) | | (1,631 | ) |
| Proceeds from sales of premises and equipment | | 24 | | | 1,100 | | | 24 | |
| Proceeds from sales of other real estate owned | | 2,230 | | | 2,677 | | | 768 | |
| Cash received in excess of cash paid in acquisition | | 4,992 | | | - | | | - | |
| Net Cash Used In Investing Activities | $ | (84,464 | ) | $ | (201,734 | ) | $ | (83,914 | ) |
| | | | | | | | | | |
| Cash Flows From Financing Activities | | | | | | | | | |
| Net increase in deposits | $ | 121,891 | | $ | 207,637 | | $ | 19,382 | |
| Net (decrease) increase in federal funds purchased and short-term borrowings | | (366 | ) | | 660 | | | 2,162 | |
| Proceeds from long-term borrowings | | 3,500 | | | - | | | 20,000 | |
| Repayment of long-term borrowings | | (3,800 | ) | | (20,000 | ) | | (8,355 | ) |
| Repurchase of preferred stock | | (21,128 | ) | | - | | | - | |
| Proceeds from issuance of preferred stock | | 39,435 | | | - | | | 20,699 | |
| Dividends paid | | (5,433 | ) | | (4,686 | ) | | (3,799 | ) |
| Net Cash Provided By Financing Activities | $ | 134,099 | | $ | 183,611 | | $ | 50,089 | |
| | | | | | | | | | |
| Net Increase (Decrease) In Cash and Cash Equivalents | $ | 67,605 | | $ | (1,881 | ) | $ | (31,299 | ) |
| Cash and Cash Equivalents at the Beginning of the Period | | 44,837 | | | 46,718 | | | 78,017 | |
| Cash and Cash Equivalents at the End of the Period | $ | 112,442 | | $ | 44,837 | | $ | 46,718 | |
| | | | | | | | | | |
| Noncash Activities: | | | | | | | | | |
| Non-cash donation | $ | - | | $ | 705 | | $ | - | |
| Loans transferred to foreclosed assets | $ | 5,817 | | $ | 3,288 | | $ | 1,129 | |
| Common stock issued in acquisition (179,036 shares) | $ | 3,031 | | $ | - | | $ | - | |
| | | | | | | | | | |
| Cash Paid During The Period: | | | | | | | | | |
| Interest on deposits and borrowed funds | $ | 15,148 | | $ | 12,203 | | $ | 15,357 | |
| Income taxes | $ | 2,850 | | $ | 5,600 | | $ | 4,300 | |
| See Notes to the Consolidated Financial Statements. | | | | | | | | | |
Note 1. Business and Summary of Significant Accounting Policies
Business
First Guaranty Bancshares, Inc. (the “Company”) is a Louisiana corporation headquartered in Hammond, LA. The Company owns all of the outstanding shares of common stock of First Guaranty Bank. First Guaranty Bank (the “Bank”) is a Louisiana state-chartered commercial bank that provides a diversified range of financial services to consumers and businesses in the communities in which it operates. These services include consumer and commercial lending, mortgage loan origination, the issuance of credit cards and retail banking services. The Bank also maintains an investment portfolio comprised of government, government agency, corporate, and municipal securities. The Bank has twenty-one banking offices, including one drive-up banking facility, and thirty automated teller machines (ATMs) in north and south Louisiana.
Summary of significant accounting policies
The accounting and reporting policies of the Company conform to generally accepted accounting principles and to predominant accounting practices within the banking industry. The more significant accounting and reporting policies are as follows:
Consolidation
The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc., and its wholly owned subsidiary, First Guaranty Bank. All significant intercompany balances and transactions have been eliminated in consolidation.
Acquisition Accounting
Acquisitions are accounted for under the purchase method of accounting. Purchased assets, including identifiable intangibles, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a “bargain purchase gain” is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. See Acquired Loans section below for accounting policy regarding loans acquired in a business combination.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the valuation of goodwill, intangible assets and other purchase accounting adjustments. In connection with the determination of the allowance for loan losses and real estate owned, the Company obtains independent appraisals for significant properties.
Cash and cash equivalents
For purposes of reporting cash flows, cash and cash equivalents are defined as cash, due from banks, interest-bearing demand deposits with banks and federal funds sold with maturities of three months or less.
Securities
The Company reviews its financial position, liquidity and future plans in evaluating the criteria for classifying investment securities. Debt securities that Management has the ability and intent to hold to maturity are classified as held to maturity and carried at cost, adjusted for amortization of premiums and accretion of discounts using methods approximating the interest method. Securities available for sale are stated at fair value. The unrealized difference, if any, between amortized cost and fair value of these securities is excluded from income and is reported, net of deferred taxes, as a component of stockholders' equity. Realized gains and losses on securities are computed based on the specific identification method and are reported as a separate component of other income.
Any security that has experienced a decline in value, which Management believes is deemed other than temporary, is reduced to its estimated fair value by a charge to operations. In estimating other-than-temporary impairment losses, Management considers (1) the length of time and the extent to which the 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. Realized gains and losses on security transactions are computed using the specific identification method. Amortization of premiums and discounts is included in interest and dividend income. Discounts and premiums related to debt securities are amortized using the effective interest rate method.
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty days. Buyers generally have recourse to return a purchased loan under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties and documentation deficiencies. Mortgage loans held for sale are generally sold with the mortgage servicing rights released. Gains or losses on sales of mortgage loans are recognized based on the differences between the selling price and the carrying value of the related mortgage loans sold.
Loans
Loans are stated at the principal amounts outstanding, net of unearned income and deferred loan fees. In addition to loans issued in the normal course of business, overdrafts on customer deposit accounts are considered to be loans and reclassified as such. At December 31, 2011 and 2010, $0.5 million and $0.2 million, respectively, in overdrafts have been reclassified to loans. Interest income on all classifications of loans is calculated using the simple interest method on daily balances of the principal amount outstanding.
Accrual of interest is discontinued on a loan when Management believes, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that reasonable doubt exists as to the full and timely collection of principal and interest. This evaluation is made for all loans that are 90 days or more contractually past due. When a loan is placed in non-accrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of interest and principal is probable. Loans are returned to accrual status when, in the judgment of Management, all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable time frame and when the borrower has demonstrated payment performance of cash or cash equivalents for a minimum of six months. All loans, except mortgage loans, are considered past due if they are past due 30 days. Mortgage loans are considered past due when two consecutive payments have been missed. Loans that are past due 90-120 days and deemed uncollectible are charged off. The loan charge off is a reduction of the allowance for loan losses.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. As an administrative matter, this process is only applied to impaired loans or relationships in excess of $250,000. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment disclosures, unless such loans are the subject of a restructuring agreement.
Acquired Loans
Management has defined the loans purchased in the July 2011 Greensburg Bancshares acquisition as acquired loans. Acquired loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Acquired loans were segregated between those with deteriorated credit quality at acquisition and those deemed as performing. To make this determination, management considered such factors as past due status, nonaccrual status, credit risk ratings, interest rates and collateral position. The fair value of acquired loans deemed performing was determined by discounting cash flows, both principal and interest, for each pool at prevailing market interest rates as well as consideration of inherent potential losses. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan pool.
Purchased loans acquired in a business combination are recorded at their estimated fair value on their purchase date and with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a methodology similar to that described above for originated loans. The allowance as determined for each loan pool is compared to the remaining fair value discount for that pool. If greater, the excess is recognized as an addition to the allowance through a provision for loan losses. If less than the discount, no additional allowance is recorded.
Loans acquired that showed deterioration of credit quality made it probable that all contractually required principal and interest payments will not be collected. Initially each loan was evaluated for impairment and then aggregated into a pool deemed to have deteriorated credit quality. Management based the fair value on the estimated liquidation value of collateral. Subsequent to acquisition, management must update these estimates of cash flows expected to be collected at each reporting date. These updates require the continued use of estimates, similar to those used in the initial estimate of fair value.
Loan fees and costs
Nonrefundable loan origination and commitment fees and direct costs associated with originating loans are deferred and recognized over the lives of the related loans as an adjustment to the loans' yield using the level yield method.
Allowance for loan losses
The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when Management believes that the collectability of the principal is unlikely. The allowance, which is based on evaluation of the collectability of loans and prior loan loss experience, is an amount that, in the opinion of Management, reflects the risks inherent in the existing loan portfolio and exists at the reporting date. The evaluations take into consideration a number of subjective factors including changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, current economic conditions that may affect a borrower’s ability to pay, adequacy of loan collateral and other relevant factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require additional recognition of losses based on their judgments about information available to them at the time of their examination.
The following are general credit risk factors that affect the Company's loan portfolio segments. These factors do not encompass all risks associated with each loan category. Construction and land development loans have risks associated with interim construction prior to permanent financing and repayment risks due to the future sale of developed property. Farmland and agricultural loans have risks such as weather, government agricultural policies, fuel and fertilizer costs, and market price volatility. 1-4 family, multi-family, and consumer credits are strongly influenced by employment levels, consumer debt loads and the general economy. Non-farm non-residential credits include both owner occupied real estate and non-owner occupied real estate. Common risks associated with these properties is the ability to maintain tenant leases and keep lease income at a level able to service required debt and operating expenses. Commercial and industrial loans generally have non-real estate secured collateral which requires closer monitoring than real estate collateral.
Although Management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, the Company may ultimately incur losses that vary from Management's current estimates. Adjustments to the allowance for loan losses will be reported in the period such adjustments become known or can be reasonably estimated. All loan losses are charged to the allowance for loan losses when the loss actually occurs or when Management believes that the collectability of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery.
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect Management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Goodwill and Intangible assets
Intangible assets are comprised of goodwill, core deposit intangibles and mortgage servicing rights. Goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to annual impairment tests. The Company’s goodwill is tested for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. Adverse changes in the economic environment, declining operations, or other factors could result in a decline in the implied fair value of goodwill. If the implied fair value is less than the carrying amount, a loss would be recognized in other non-interest expense to reduce the carrying amount to implied fair value of goodwill. The Company’s goodwill impairment test includes two steps that are precluded by a, “step zero”, qualitative test. The qualitative test allows Management to assess whether qualitative factors indicate that it is more likely than not that impairment exists. If it is not more likely than not that impairment exists, then no impairment exists and the two step quantitative test would not be necessary. These qualitative indicators include factors such as earnings, share price, market conditions, etc. If the qualitative factors indicate that it is more likely than not that impairment exists, then the two step quantitative test would be necessary. Step one is used to identify potential impairment and compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. Step two of the goodwill impairment test compares the implied estimated fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill for that reporting unit exceeds the implied fair value of that unit’s goodwill, an impairment loss is recognized in an amount equal to that excess. The Company did not record goodwill impairment charges in 2011, 2010, or 2009.
Identifiable intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or legal rights or because the assets are capable of being sold or exchanged either on their own on in combination with related contract, asset or liability. The Company’s intangible assets primarily relate to core deposits. These core deposit intangibles are amortized on a straight-line basis over terms ranging from seven to fifteen years. Management periodically evaluates whether events or circumstances have occurred that would result in impairment of value.
Premises and equipment
Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the respective assets as follows:
Buildings and improvements 10-40 years
Equipment, fixtures and automobiles 3-10 years
Expenditures for renewals and betterments are capitalized and depreciated over their estimated useful lives. Repairs, maintenance and minor improvements are charged to operating expense as incurred. Gains or losses on disposition, if any, are recorded in the Statements of Income.
Other real estate includes properties acquired through foreclosure or acceptance of deeds in lieu of foreclosure. These properties are recorded at the lower of the recorded investment in the property or its fair value less the estimated cost of disposition. Any valuation adjustments required prior to foreclosure are charged to the allowance for loan losses. Subsequent to foreclosure, losses on the periodic revaluation of the property are charged to current period earnings as other real estate expense. Costs of operating and maintaining the properties are charged to other real estate expense as incurred. Any subsequent gains or losses on dispositions are credited or charged to income in the period of disposition.
Off-balance sheet financial instruments
In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commitments to fund commercial real estate, construction and land development loans secured by real estate, and performance standby letters of credit. Such financial instruments are recorded when they are funded.
Income taxes
The Company and all subsidiaries file a consolidated federal income tax return on a calendar year basis. In lieu of Louisiana state income tax, the Bank is subject to the Louisiana bank shares tax, which is included in noninterest expense in the Company’s consolidated financial statements. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations for years before 2008. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be utilized.
Comprehensive income
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items along with net income, are components of comprehensive income. The components of other comprehensive income and related tax effects are presented in the Statements of Changes in Stockholders’ Equity and Note 21 of the Consolidated Notes to the Financial Statements.
Earnings per common share
Earnings per share represent income available to common shareholders divided by the weighted average number of common shares outstanding during the period. In February of 2012, the Company’s Board of Directors elected to issue a pro rata, ten percent common stock dividend. The shares issued for the stock dividend have been retrospectively factored in to the calculation of earnings per share as well as cash dividends paid on common stock and represented on the face of the financial statements. No convertible shares of the Company’s stock are outstanding.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from the Company, (ii) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Note 2. Recent Accounting Pronouncements
In April 2011, the FASB issued ASU No. 2011-02, “Receivables (Topic 310) — A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” ASU 2011-02 amended prior guidance to provide assistance in determining whether a modification of the terms of a receivable meets the definition of a troubled debt restructuring. The new authoritative guidance provides clarification for evaluating whether a concession has been granted and whether a debtor is experiencing financial difficulties. The new authoritative guidance will be effective for the reporting periods after September 15, 2011 and should be applied retrospectively to Restructurings occurring on or after the beginning of the fiscal year of adoption. Adoption of the new guidance did not have a significant impact on the Company's statements of income and financial condition.
In April 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”) amends Topic 820, “Fair Value Measurements and Disclosures,” to converge the fair value measurement guidance in U.S. generally accepted accounting principles and International Financial Reporting Standards (“IFRS”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles in Topic 820 and requires additional fair value disclosures. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is not expected to have a significant impact on our financial statements.
In May 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income." This ASU will require that all non-owner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. This guidance is effective for fiscal years, and interim periods beginning after December 15, 2011. Certain provisions related to the presentation of reclassification adjustments have been deferred by ASU 2011-12 “Comprehensive Income (Topic 820) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” The issuance of this guidance is to present the components of Comprehensive Income in a manner that enhances the information provided to investors. As such, the adoption of this guidance will not have a material impact on the Company’s financial position.
In September 2011, the FASB issued ASU No. 2011-08, "Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment", which amends the procedures for impairment testing of goodwill. This standard allows the use of qualitative factors in determining if goodwill impairment is more likely than not to exist. If qualitative information indicates that it is not more likely than not that impairment of goodwill exists, then the quantitative two step impairment test will not be required. The Company adopted this standard in the fourth quarter of 2011. Adoption of the new guidance did not have an impact on the Company's statements of income and financial condition.
Note 3. Acquisition Activity
On July 1, 2011 the Company completed a merger with Greensburg Bancshares, Inc. ("Greensburg") and its wholly owned subsidiary Bank of Greensburg, located in Greensburg, LA. The Company purchased 100% of the outstanding stock in Greensburg for a total consideration of $5.3 million. The composition of the consideration includes 179,036 shares of the Company's stock issued at a market value of $16.93 per share for a total of $3.0 million and cash for Greensburg shares of $2.3 million. In addition, the Company assumed $3.5 million of debt to Greensburg shareholders and repaid the debt at the time of the acquisition. The merger with Greensburg allowed the Company to enter new markets, gain market share in locations where both entities previously existed, take advantage of operating efficiencies and build upon the Company's core deposit base.
The acquired assets and liabilities at fair value are presented in the following table. The table also includes intangible assets other than goodwill created in the acquisition, namely, core deposit intangible assets.
| (in thousands) | As Recorded by First Guaranty Bancshares | |
| Cash and cash equivalents | $ | 7,270 | |
| Investment securities | | 11,109 | |
| Loans | | 63,001 | |
| Premises and equipment | | 2,934 | |
| Core deposit intangible | | 1,353 | |
| Other real estate owned | | 2,309 | |
| Other assets | | 1,410 | |
| Interest-bearing deposits | | (61,880 | ) |
| Noninterest-bearing deposits | | (16,148 | ) |
| Long-term debt | | (3,500 | ) |
| Deferred tax liability | | (253 | ) |
| Other liabilities | | (632 | ) |
| Gain on Acquisition (Bargain Purchase Gain) | | (1,665 | ) |
| Total Purchase Price | $ | 5,308 | |
The Company based the allocation of the purchase price on the fair values of the assets acquired and the liabilities assumed. The net gain represents the excess of the estimated fair value of the assets acquired over the estimated fair value of the liabilities assumed less the total consideration given. The gain of $1.7 million was recognized as "Gain on bargain purchase" in the "Noninterest income" section of the Company’s Consolidated Statements of Income. This acquisition was an open market, arms-length transaction. The bargain purchase was driven by an inactive market for the stock of Greensburg Bancshares, Inc.
Since the acquisition date the revenue (Interest and Noninterest Income) from Bank of Greensburg was $2.2 million and the earnings added to the Company’s consolidated net income was $0.6 million for the period ending December 31, 2011.
The following pro forma information for the twelve month period ending December 31, 2011 and 2010 reflects the Company's estimated consolidated results of operations as if the acquisition of Greensburg Bancshares occurred at January 1, 2010, unadjusted for potential cost savings.
(in thousands) | December 31, 2011 | | December 31, 2010 | |
| Interest and Noninterest Income | $ | 66,983 | | $ | 66,680 | |
| Net Income | $ | 8,246 | | $ | 9,805 | |
The income figures above include approximately $0.7 million in non-recurring expenses that arose from the acquisition of Greensburg Bancshares.
Greensburg Bancshares was organized as a Subchapter S corporation and the income in the proceeding table has been tax effected at a 34.0% income tax rate.
For details on acquired loans see Note 6 of the Consolidated Financial Statements.
Note 4. Cash and Due from Banks
Certain reserves are required to be maintained at the Federal Reserve Bank. The requirement as of December 31, 2011 and 2010 was $23.5 million and $14.1 million, respectively. At December 31, 2011 and 2010, the Company had accounts at correspondent banks, excluding the Federal Reserve Bank, that exceeded the FDIC insurable limit of $250,000 by $0.1 million and $0.1 million, respectively. This account for 2011 and 2010 was held at JPMorgan Chase.
A summary comparison of securities by type at December 31, 2011 and 2010 is shown below.
| | December 31, 2011 | | December 31, 2010 |
| (in thousands) | Amortized Cost | | | | | | Fair Value | | | | | | | | |
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | 319,113 | | $ | 1,422 | | $ | (328 | ) | $ | 320,207 | | $ | 172,958 | | $ | 242 | | $ | (3,982 | ) | $ | 169,218 |
| Corporate debt securities | | 171,927 | | | 6,250 | | | (1,222 | ) | | 176,955 | | | 139,425 | | | 4,821 | | | (1,375 | ) | | 142,871 |
| Mutual funds or other equity securities | | 2,773 | | | 38 | | | - | | | 2,811 | | | 750 | | | 3 | | | (88 | ) | | 665 |
| Municipal bonds | | 19,916 | | | 609 | | | (1 | ) | | 20,524 | | | 9,388 | | | - | | | (14 | ) | | 9,374 |
Total available for sale securities | $ | 513,729 | | $ | 8,319 | | $ | (1,551 | ) | $ | 520,497 | | $ | 322,521 | | $ | 5,066 | | $ | (5,459 | ) | $ | 322,128 |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Held to maturity: | | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Government Agencies | $ | 112,666 | | $ | 535 | | $ | (4 | ) | $ | 113,197 | | $ | 159,833 | | $ | - | | $ | (4,507 | ) | $ | 155,326 |
Total held to maturity securities | $ | 112,666 | | $ | 535 | | $ | (4 | ) | $ | 113,197 | | $ | 159,833 | | $ | - | | $ | (4,507 | ) | $ | 155,326 |
The scheduled maturities of securities at December 31, 2011, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | December 31, 2011 |
| (in thousands) | Amortized Cost | | Fair Value |
| Available For Sale: | | | |
| Due in one year or less | $ | 13,267 | | $ | 13,505 |
| Due after one year through five years | | 59,897 | | | 61,320 |
| Due after five years through 10 years | | 214,467 | | | 218,280 |
| Over 10 years | | 226,098 | | | 227,392 |
Total available for sale securities | $ | 513,729 | | $ | 520,497 |
| | | | | | |
| Held to Maturity: | | | | | |
| Due in one year or less | $ | - | | $ | - |
| Due after one year through five years | | 10,015 | | | 10,157 |
| Due after five years through 10 years | | 50,535 | | | 50,828 |
| Over 10 years | | 52,116 | | | 52,212 |
Total held to maturity securities | $ | 112,666 | | $ | 113,197 |
At December 31, 2011 and 2010 the carrying value of securities pledged to secure public funds totaled $428.6 million and $290.0 million, respectively. Gross realized gains were $3.5 million, $3.0 million and $2.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. Gross realized losses were $0, $9,000 and $0.1 million for the years ended December 31, 2011, 2010 and 2009. The tax (benefit) provision applicable to these realized net (losses)/gains amounted to $1.2 million, $1.0 million, and $0.7 million for 2011, 2010 and 2009, respectively. Proceeds from sales of securities classified as available for sale amounted to $39.6 million, $31.8 million and $22.1 million for the years ended December 31, 2011, 2010 and 2009, respectively.
The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2011.
| | Less Than 12 Months | | 12 Months or More | | Total | |
| (in thousands) | Fair Value | | Gross Unrealized Losses | | Fair Value | | | | Fair Value | | | |
| Available for sale: | | | | | | | | | | | | |
| U.S. Government agencies | $ | 55,413 | | $ | (328 | ) | $ | - | | $ | - | | $ | 55,413 | | $ | (328 | ) |
| Corporate debt securities | | 25,047 | | | (722 | ) | | 3,439 | | | (500 | ) | | 28,486 | | | (1,222 | ) |
| Mutual funds or other equity securities | | - | | | - | | | - | | | - | | | - | | | - | |
| Municipals | | 219 | | | (1 | ) | | - | | | - | | | 219 | | | (1 | ) |
Total available for sale securities | $ | 80,679 | | $ | (1,051 | ) | $ | 3,439 | | $ | (500 | ) | $ | 84,118 | | $ | (1,551 | ) |
| | | | | | | | | | | | | | | | | | | |
| Held to maturity: | | | | | | | | | | | | | | | | | | |
| U.S. Government agencies | $ | 2,993 | | $ | (4 | ) | $ | - | | $ | - | | $ | 2,993 | | $ | (4 | ) |
Total held to maturity securities | $ | 2,993 | | $ | (4 | ) | $ | - | | $ | - | | $ | 2,993 | | $ | (4 | ) |
At December 31, 2011, 141 debt securities have gross unrealized losses of $1.6 million or 1.8% of amortized cost. The Company believes that it will collect all amounts contractually due and has the intent and the ability to hold these securities until the fair value is at least equal to the carrying value. The Company had 9 U.S. Government agency securities and 116 corporate debt securities that had gross unrealized losses for less than 12 months. The Company had 10 debt securities which have been in a continuous unrealized loss position for 12 months or longer. All securities with unrealized losses greater than 12 months were classified as available for sale totaling $3.4 million. Securities with unrealized losses less than 12 months included $80.7 million classified as available for sale and $3.0 million in held to maturity agency securities.
If it is determined that impairment is other than temporary for an equity security, then an impairment loss shall be recognized in earnings equal to the entire difference between the investment's cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment would then become the new amortized cost basis of the investment and is not adjusted for subsequent recoveries in fair value. For debt securities, other than temporary impairment loss is recognized in earnings if the Company is required to sell or is more likely than not to sell the security before recovery of its amortized cost. If the Company is not required to sell the security or does intend to sell the security then the other-than-temporary impairment is separated into the amount representing credit loss and the amount related to all other factors. The amount related to credit loss is recognized in earnings and the amount related to all other factors is recognized in other comprehensive income. The previous amortized cost basis less the other-than-temporary impairment recognized in earnings shall become the new amortized cost basis of the investment. Management evaluates securities for other-than-temporary impairment at least quarterly and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the recovery of contractual principal and interest and (iv) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, Management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and industry reports.
The amount of investment securities issued by government agencies with unrealized losses and the amount of unrealized losses on those investment securities are primarily the result of market interest rates. The Company has the ability and intent to hold these securities in its current portfolio until recovery, which may be until maturity.
The corporate debt securities consist primarily of corporate bonds issued by the following types of organizations: financial, insurance, utilities, manufacturing, industrial, consumer products and oil and gas. Also included in corporate debt securities are trust preferred capital securities, many issued by national and global financial services firms. The Company believes that the each of the issuers will be able to fulfill the obligations of these securities. The Company has the ability and intent to hold these securities until they recover, which could be at their maturity dates.
The held to maturity portfolio is comprised of government sponsored enterprise securities such as FHLB, FNMA, FHLMC, and FFCB. The securities have maturities of 15 years or less and the securities are used to collateralize public funds. As of December 31, 2011 public funds deposits totaled $431.9 million. The Company has maintained public funds in excess of $175.0 million since December 2007. Management believes that public funds will continue to be a significant part of the Company's deposit base and will need to be collateralized by securities in the investment portfolio.
Overall market declines, particularly in the banking and financial industries, as well as the real estate market, are a result of significant stress throughout the regional and national economy. Securities with unrealized losses, in which the Company has not already taken an OTTI charge, are currently performing according to their contractual terms. Management has the intent and ability to hold these securities for the foreseeable future. The fair value is expected to recover as the securities approach their maturity or repricing date or if market yields for such investments decline. As a result of uncertainties in the market place affecting companies in the financial services industry, it is at least reasonably possible that a change in the estimate will occur in the near term.
Securities that are other-than-temporarily impaired are evaluated at least quarterly. The evaluation includes performance indications of the underlying assets in the security, loan to collateral value, third-party guarantees, current levels of subordination, geographic concentrations, industry analysts reports, sector credit ratings, volatility of the securities fair value, liquidity, leverage and capital ratios, the company’s ability to continue as a going concern. If the company is in bankruptcy, the status and potential outcome is also considered.
The Company believes that the securities with unrealized losses reflect impairment that is temporary and that there are currently no securities with other-than-temporary impairment. Other-than-temporary impairment charges were $0.1 million in 2011 and consisted of the write down of two BBC Capital Trust bonds. In August of 2011 these bonds were sold and $45,000 of the write-down was recovered and recognized as a gain on sale of securities in other noninterest income. During 2010, the Company did not record an impairment write-down on its securities and during 2009, the Company recorded an impairment writedown totaling $0.8 million. The impairment writedown consisted of one corporate debt security totaling $0.2 million issued by Colonial Bank which had an unrealized loss of $0.2 million, three asset backed securities totaling $0.4 million issued by ALESCO which had unrealized losses of $0.4 million and two asset backed securities totaling $0.2 million issued by TRAPEZA which had unrealized losses of $0.2 million.
During the fourth quarter of 2009, three agency securities with a par value of $10.0 million were transferred from available for sale to held to maturity. These three securities had a fair market value totaling $9.8 million and an average maturity of approximately 14 years. The unrealized loss of $0.2 million was recorded as a component of other comprehensive loss and were amortized over the life of the securities or until the security was called.
In the second quarter of 2010, the Company sold the $12.1 million that remained in the held to maturity category. This represented approximately 4.0% of the total investment portfolio and 1.0% of assets. Several of the securities sold included mortgage backed securities and agency bullet securities which were no longer part of Management's investment portfolio strategy. During the third quarter of 2010, the Company experienced significant deposit growth but decreased loan demand. Deposits grew approximately $123.0 million or 14.0% from June 30, 2010 to December 31, 2010. Net loans declined $38.0 million or 6.0% during the same period. Investment securities increased $142.0 million or 42% from June 30, 2010 to December 31, 2010. Market conditions continued to be historically volatile and interest rates declined to levels not seen in decades.
Given the changes in the Company’s balance sheet observed during the third quarter and following the completion of a five year strategic plan, certain securities purchased pursuant to this plan were classified as held to maturity. The Company determined the unprecedented market conditions and volatility coupled with a revised five year strategic plan that a waiting period of one quarter was appropriate based on the materiality conditions and the type of securities in the held to maturity portfolio sold during the second quarter of 2010.
At December 31, 2011, the Company's exposure to investment securities issuers that exceeded 10% of stockholders’ equity as follows:
| | At December 31, 2011 |
| (in thousands) | Amortized Cost | | Fair Value |
| Federal Home Loan Bank (FHLB) | $ | 116,615 | | $ | 116,994 |
| Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC) | | 79,644 | | | 79,537 |
| Federal National Mortgage Association (Fannie Mae-FNMA) | | 199,852 | | | 200,999 |
| Federal Farm Credit Bank (FFCB) | | 101,542 | | | 103,432 |
Total | $ | 497,653 | | $ | 500,962 |
The following table summarizes the components of the Company's loan portfolio as of December 31, 2011 and December 31, 2010:
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Balance | | As % of Category | | Balance | | | |
| Real Estate: | | | | | | | | |
| Construction & land development | $ | 78,614 | | 13.7 | % | $ | 65,570 | | 11.4 | % |
| Farmland | | 11,577 | | 2.0 | % | | 13,337 | | 2.3 | % |
| 1- 4 Family | | 89,202 | | 15.6 | % | | 73,158 | | 12.7 | % |
| Multifamily | | 16,914 | | 2.9 | % | | 14,544 | | 2.5 | % |
| Non-farm non-residential | | 268,618 | | 46.8 | % | | 292,809 | | 50.8 | % |
| Total Real Estate | $ | 464,925 | | 81.0 | % | $ | 459,418 | | 79.7 | % |
| Non-real Estate: | | | | | | | | | | |
| Agricultural | $ | 17,338 | | 3.0 | % | $ | 17,361 | | 3.0 | % |
| Commercial and industrial | | 68,025 | | 11.9 | % | | 76,590 | | 13.3 | % |
| Consumer and other | | 23,455 | | 4.1 | % | | 22,970 | | 4.0 | % |
| Total Non-real Estate | $ | 108,818 | | 19.0 | % | $ | 116,921 | | 20.3 | % |
Total loans before unearned income | $ | 573,743 | | 100.0 | % | $ | 576,339 | | 100.0 | % |
| | (643 | ) | | | | (699 | ) | | |
Total loans net of unearned income | $ | 573,100 | | | | $ | 575,640 | | | |
The following table summarizes fixed and floating rate loans by maturity and repricing frequencies as of December 31, 2011 and December 31, 2010:
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Fixed | | Floating | | Total | | Fixed | | Floating | | Total | |
| One year or less | $ | 108,276 | | $ | 124,052 | | $ | 232,328 | | $ | 67,944 | | $ | 167,399 | | $ | 235,343 | |
| One to five years | | 160,191 | | | 98,972 | | | 259,163 | | | 127,401 | | | 132,345 | | | 259,746 | |
| Five to 15 years | | 8,393 | | | 36,891 | | | 45,284 | | | 2,456 | | | 30,953 | | | 33,409 | |
| Over 15 years | | 8,464 | | | 6,054 | | | 14,518 | | | 9,735 | | | 9,388 | | | 19,123 | |
| Subtotal | $ | 285,324 | | $ | 265,969 | | $ | 551,293 | | $ | 207,536 | | $ | 340,085 | | $ | 547,621 | |
| Nonaccrual loans | | | | | | | | 22,450 | | | | | | | | | 28,718 | |
Total loans before unearned income | | | | | | | $ | 573,743 | | | | | | | | $ | 576,339 | |
| | | | | | | | (643 | ) | | | | | | | | (699 | ) |
Total loans net of unearned income | | | | | | | $ | 573,100 | | | | | | | | $ | 575,640 | |
The majority of floating rate loans have interest rate floors. As of December 31, 2011, $257.4 million of these loans were at the floor rate. Nonaccrual loans have been excluded from the calculation.
The following tables present the age analysis of past due loans at December 31, 2011 and December 31, 2010:
| | As of December 31, 2011 | |
| (in thousands) | 30-89 Days Past Due | | Greater Than 90 Days | | Total Past Due | | Current | | Total Loans | | Recorded Investment 90 Days Accruing | |
| Real Estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 240 | | $ | 1,520 | | $ | 1,760 | | $ | 76,854 | | $ | 78,614 | | $ | - | |
| Farmland | | 45 | | | 562 | | | 607 | | | 10,970 | | | 11,577 | | | - | |
| 1 - 4 family | | 2,812 | | | 5,957 | | | 8,769 | | | 80,433 | | | 89,202 | | | 309 | |
| Multifamily | | 617 | | | - | | | 617 | | | 16,297 | | | 16,914 | | | - | |
| Non-farm non-residential | | 878 | | | 12,818 | | | 13,696 | | | 254,922 | | | 268,618 | | | 419 | |
| Total Real Estate | $ | 4,592 | | $ | 20,857 | | $ | 25,449 | | $ | 439,476 | | $ | 464,925 | | $ | 728 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | 90 | | $ | 315 | | $ | 405 | | $ | 16,933 | | $ | 17,338 | | $ | - | |
| Commercial and industrial | | 147 | | | 1,986 | | | 2,133 | | | 65,892 | | | 68,025 | | | - | |
| Consumer and other | | 389 | | | 28 | | | 417 | | | 23,038 | | | 23,455 | | | 8 | |
| Total Non-Real Estate | $ | 626 | | $ | 2,329 | | $ | 2,955 | | $ | 105,863 | | $ | 108,818 | | $ | 8 | |
Total loans before unearned income | $ | 5,218 | | $ | 23,186 | | $ | 28,404 | | $ | 545,339 | | $ | 573,743 | | $ | 736 | |
| | | | | | | | | | | | | | (643 | ) | | | |
Total loans net of unearned income | | | | | | | | | | | | | $ | 573,100 | | | | |
| | As of December 31, 2010 | |
| (in thousands) | 30-89 Days Past Due | | Greater Than 90 Days | | Total Past Due | | Current | | Total Loans | | Recorded Investment 90 Days Accruing | |
| Real estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 1,574 | | $ | 3,383 | | $, | 4,957 | | $ | 60,613 | | $ | 65,570 | | $ | - | |
| Farmland | | 41 | | | - | | | 41 | | | 13,296 | | | 13,337 | | | - | |
| 1 - 4 family | | 4,742 | | | 3,189 | | | 7,931 | | | 65,227 | | | 73,158 | | | 1,663 | |
| Multifamily | | 5,781 | | | 1,357 | | | 7,138 | | | 7,406 | | | 14,544 | | | - | |
| Non-farm non-residential | | 7,960 | | | 21,944 | | | 29,904 | | | 262,905 | | | 292,809 | | | - | |
| Total Real Estate | $ | 20,098 | | $ | 29,873 | | $ | 49,971 | | $ | 409,447 | | $ | 459,418 | | $ | 1,663 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | 333 | | $ | 446 | | $ | 779 | | $ | 16,582 | | $ | 17,361 | | $ | - | |
| Commercial and industrial | | 1,203 | | | 76 | | | 1,279 | | | 75,311 | | | 76,590 | | | - | |
| Consumer and other | | 287 | | | 42 | | | 329 | | | 22,641 | | | 22,970 | | | 10 | |
| Total Non-Real Estate | $ | 1,823 | | $ | 564 | | $ | 2,387 | | $ | 114,534 | | $ | 116,921 | | $ | 10 | |
Total loans before unearned income | $ | 21,921 | | $ | 30,437 | | $ | 52,358 | | $ | 523,981 | | $ | 576,339 | | $ | 1,673 | |
| | | | | | | | | | | | | | (699 | ) | | | |
Total loans net of unearned income | | | | | | | | | | | | | $ | 575,640 | | | | |
The Company's management monitors the credit quality of its loans on an ongoing basis. Measurement of 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 nonaccrual. The accrual of interest income on commercial and most consumer loans generally is discontinued when a loan becomes 90 to 120 days past due as to principal or interest. When interest accruals are discontinued, unpaid interest recognized in income is reversed. The Company's method of income recognition for loans that are classified as nonaccrual is to recognize interest income on a cash basis or apply the cash receipt to principal when the ultimate collectability of principal is in doubt. Nonaccrual loans will not normally be returned to accrual status unless all past due principal and interest has been paid.
The following is a summary of non-accrual loans by class:
| (in thousands) | As of December 31, 2011 | | As of December 31, 2010 | |
| Real Estate: | | | | | | |
| Construction & land development | $ | 1,520 | | $ | 3,383 | |
| Farmland | | 562 | | | - | |
| 1 - 4 family | | 5,647 | | | 1,480 | |
| Multifamily | | - | | | 1,357 | |
| Non-farm non-residential | | 12,400 | | | 21,944 | |
| Total Real Estate | $ | 20,129 | | $ | 28,164 | |
| Non-real Estate: | | | | | | |
| Agricultural | $ | 315 | | $ | 446 | |
| Commercial and industrial | | 1,986 | | | 76 | |
| Consumer and other | | 20 | | | 32 | |
| Total Non-Real Estate | $ | 2,321 | | $ | 554 | |
Total Non-Accrual Loans | $ | 22,450 | | $ | 28,718 | |
The Company assigns credit quality indicators of pass, special mention, substandard, and doubtful to its loans. For the Company's loans with a corporate credit exposure, the Company internally assigns a grade based on the creditworthiness of the borrower. For loans with a consumer credit exposure, the Bank internally assigns a grade based upon an individual loan’s delinquency status. Loans included in the Pass category are performing loans with satisfactory debt coverage ratios, collateral, payment history, and documentation.
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 Company's credit position at some future date. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices.
A substandard loan with a corporate credit exposure 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 Company will sustain some loss if the deficiencies are not corrected. These loans require more intensive supervision by management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on nonaccrual. For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on nonaccrual are considered substandard.
Doubtful loans have the weaknesses of substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.
The following table identifies the Credit Exposure of the Loan Portfolio by specific credit ratings:
| Corporate Credit Exposure | As of December 31, 2011 | | As of December 31, 2010 | |
| (in thousands) | Pass | | Special Mention | | Substandard | | Doubtful | | Total | | Pass | | Special Mention | | Substandard | | Doubtful | | Total | |
| Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 67,602 | | $ | 82 | | $ | 10,930 | | $ | - | | $ | 78,614 | | $ | 55,228 | | $ | 249 | | $ | 10,093 | | $ | - | | $ | 65,570 | |
| Farmland | | 11,485 | | | - | | | 92 | | | - | | | 11,577 | | | 13,296 | | | - | | | 41 | | | - | | | 13,337 | |
| 1 - 4 family | | 80,053 | | | 1,770 | | | 7,379 | | | - | | | 89,202 | | | 60,870 | | | 4,172 | | | 8,116 | | | - | | | 73,158 | |
| Multifamily | | 9,545 | | | - | | | 7,369 | | | - | | | 16,914 | | | 8,763 | | | - | | | 5,781 | | | - | | | 14,544 | |
| Non-farm non-residential | | 235,448 | | | 372 | | | 32,798 | | | - | | | 268,618 | | | 258,740 | | | 141 | | | 33,928 | | | - | | | 292,809 | |
| Total real estate | $ | 404,133 | | $ | 2,224 | | $ | 58,568 | | $ | - | | $ | 464,925 | | $ | 396,897 | | $ | 4,562 | | $ | 57,959 | | $ | - | | $ | 459,418 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | 17,304 | | $ | - | | $ | 34 | | $ | - | | $ | 17,338 | | $ | 17,361 | | $ | - | | $ | - | | $ | - | | $ | 17,361 | |
| Commercial and industrial | | 65,553 | | | 93 | | | 2,379 | | | - | | | 68,025 | | | 73,686 | | | 13 | | | 2,891 | | | - | | | 76,590 | |
| Consumer and other | | 23,345 | | | 43 | | | 67 | | | - | | | 23,455 | | | 22,845 | | | 32 | | | 93 | | | - | | | 22,970 | |
| Total Non-Real Estate | $ | 106,202 | | $ | 136 | | $ | 2,480 | | $ | - | | $ | 108,818 | | $ | 113,892 | | $ | 45 | | $ | 2,984 | | $ | - | | $ | 116,921 | |
Total loans before unearned income | $ | 510,335 | | $ | 2,360 | | $ | 61,048 | | $ | - | | $ | 573,743 | | $ | 510,789 | | $ | 4,607 | | $ | 60,943 | | $ | - | | $ | 576,339 | |
| Unearned income | | | | | | | | | | | | | | (643 | ) | | | | | | | | | | | | | | (699 | ) |
Total loans net of unearned income | | | | | | | | | | | | | $ | 573,100 | | | | | | | | | | | | | | $ | 575,640 | |
The amounts of loans not subject to FASB ASC Topic 310-30 held for investment that were acquired in business combinations at acquisition are as follows:
| | At Acquisition Date | |
| (in thousands) | Fair Value of Acquired Loans | | Gross Contractual Amounts Receivable | | Best Estimate of Contractual Cash Flows Not Expected to be Collected | |
| Loans secured by real estate | $ | 54,354 | | $ | 54,534 | | $ | 254 | |
| Commercial and industrial loans | | 2,425 | | | 2,465 | | | 45 | |
| Loans to individuals for household, family, and other personal expenditures | | 3,452 | | | 3,456 | | | 30 | |
| All other loans and all leases | | 867 | | | 865 | | | - | |
| Total loans not subject to ASC 310-30 | $ | 61,098 | | $ | 61,320 | | $ | 329 | |
The Company has loans that were acquired through the acquisition of Bank of Greensburg, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that all contractually required payments would not be collected. These loans are subject to ASC Topic 310-30. The carrying amount of those loans is included in the balance sheet amounts of loans receivable at December 31, 2011.
The amounts of loans subject to FASB ASC Topic 310-30 at December 31, 2011 are as follows:
| | December 31, 2011 | |
| (in thousands) | | Contractual Amount | | | Carrying Value | |
| Real Estate: | | | | | | |
| Construction & land development | $ | 536 | | $ | 301 | |
| Farmland | | - | | | - | |
| 1 - 4 family | | 704 | | | 573 | |
| Multifamily | | - | | | - | |
| Non-farm non-residential | | 352 | | | 352 | |
| Total real estate | $ | 1,592 | | $ | 1,226 | |
| Non-real Estate: | | | | | | |
| Agricultural | $ | - | | $ | - | |
| Commercial and industrial | | - | | | - | |
| Consumer and other | | - | | | - | |
| Total Non-Real Estate | $ | - | | $ | - | |
| Total | $ | 1,592 | | $ | 1,226 | |
There have been no additional provisions made to the allowance for loan losses subsequent to acquisition of these loans. The loans acquired in the acquisition of Bank of Greensburg, that are within the scope of Topic ASC 310-30, are not accounted for using the income recognition model of the Topic because the Company cannot reasonably estimate cash flows expected to be collected. The Company uses the Cost Recovery Method as described in ASC Topic 605 to account for payments received on such loans.
Note 7. Allowance for Loan Losses
The allowance for loan losses is reviewed by the Company's management on a monthly basis and additions thereto are recorded pursuant to the results of such reviews. In assessing the allowance, several internal and external factors that might impact the performance of individual loans are considered. These factors include, but are not limited to, economic conditions and their impact upon borrowers' ability to repay loans, respective industry trends, borrower estimates and independent appraisals. Periodic changes in these factors impact the assessment of each loan and its overall impact on the allowance for loan losses.
The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit. A reserve is established as needed for estimates of probable losses on such commitments.
A summary of changes in the allowance for loan losses, by portfolio type, for the year ended December 31, 2011 is as follows:
| | As of December31, 2011 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
| (in thousands) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Credit Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance | $ | 977 | | $ | 46 | | $ | 1,891 | | $ | 487 | | $ | 3,423 | | $ | 80 | | $ | 510 | | $ | 390 | | $ | 513 | | $ | 8,317 | |
| Charge-offs | | (1,093 | ) | | (144 | ) | | (1,613 | ) | | - | | | (5,193 | ) | | (23 | ) | | (1,638 | ) | | (653 | ) | | - | | | (10,357 | ) |
| Recoveries | | 1 | | | - | | | 118 | | | - | | | 13 | | | 2 | | | 371 | | | 227 | | | - | | | 732 | |
| Provision | | 1,117 | | | 163 | | | 1,521 | | | 293 | | | 4,737 | | | 66 | | | 2,164 | | | 350 | | | (224 | ) | | 10,187 | |
| Ending Balance | $ | 1,002 | | $ | 65 | | $ | 1,917 | | $ | 780 | | $ | 2,980 | | $ | 125 | | $ | 1,407 | | $ | 314 | | $ | 289 | | $ | 8,879 | |
| | As of December 31, 2010 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
| (in thousands) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance for Credit Losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Beginning balance | $ | 1,176 | | $ | 56 | | $ | 2,466 | | $ | 128 | | $ | 2,727 | | $ | 82 | | $ | 1,031 | | $ | 246 | | $ | 7 | | $ | 7,919 | |
| Charge-offs | | (5 | ) | | - | | | (1,534 | ) | | - | | | (235 | ) | | - | | | (3,395 | ) | | (444 | ) | | - | | | (5,613 | ) |
| Recoveries | | 1 | | | - | | | 11 | | | - | | | 30 | | | - | | | 164 | | | 151 | | | - | | | 357 | |
Provision | | (195 | ) | | (10 | ) | | 948 | | | 359 | | | 901 | | | (2 | ) | | 2,710 | | | 437 | | | 506 | | | 5,654 | |
| Ending Balance | $ | 977 | | $ | 46 | | $ | 1,891 | | $ | 487 | | $ | 3,423 | | $ | 80 | | $ | 510 | | $ | 390 | | $ | 513 | | $ | 8,317 |
Negative provisions are caused by changes in the composition and credit quality of the loan portfolio. The result is a re-allocation of the loan loss reserve from one category to another.
| | As of December 31, 2011 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | |
| (in thousands) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
| Allowance individually evaluated for impairment | $ | 139 | | $ | - | | $ | 392 | | $ | 701 | | $ | 1,224 | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 2,456 | |
| Allowance collectively evaluated for impairment | $ | 863 | | $ | 65 | | $ | 1,525 | | $ | 79 | | $ | 1,756 | | $ | 125 | | $ | 1,407 | | $ | 314 | | $ | 289 | | $ | 6,423 | |
| Allowance at December 31, 2011 | $ | 1,002 | | $ | 65 | | $ | 1,917 | | $ | 780 | | $ | 2,980 | | $ | 125 | | $ | 1,407 | | $ | 314 | | $ | 289 | | $ | 8,879 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loans individually evaluated for impairment | $ | 7,998 | | $ | - | | $ | 3,591 | | $ | 7,369 | | $ | 31,397 | | $ | - | | $ | 738 | | $ | - | | $ | - | | $ | 51,093 | |
| Loans collectively evaluated for impairment | $ | 70,616 | | $ | 11,577 | | $ | 85,611 | | $ | 9,545 | | $ | 237,221 | | $ | 17,338 | | $ | 67,287 | | $ | 23,455 | | $ | - | | $ | 522,650 | |
| Loans at December 31, 2011 (before unearned income) | $ | 78,614 | | $ | 11,577 | | $ | 89,202 | | $ | 16,914 | | $ | 268,618 | | $ | 17,338 | | $ | 68,025 | | $ | 23,455 | | $ | - | | $ | 573,743 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | (643 | ) |
| Total loans net of unearned income | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 573,100 | |
| | As of December 31, 2010 | |
| | Real Estate Loans: | | Non-Real Estate Loans: | | | | |
| (in thousands) | Construction and Land Development | | Farmland | | 1-4 Family | | Multi-family | | Non-farm non-residential | | Agricultural | | Commercial and Industrial | | Consumer and other | | Unallocated | | Total | |
Allowance individually evaluated for impairment | $ | 323 | | $ | - | | $ | 726 | | $ | 179 | | $ | 1,901 | | $ | - | | $ | 408 | | $ | - | | $ | - | | $ | 3,537 | |
Allowance collectively evaluated for impairment | $ | 654 | | $ | 46 | | $ | 1,165 | | $ | 308 | | $ | 1,522 | | $ | 80 | | $ | 102 | | $ | 390 | | $ | 513 | | $ | 4,780 | |
| Allowance at December 31, 2010 | $ | 977 | | $ | 46 | | $ | 1,891 | | $ | 487 | | $ | 3,423 | | $ | 80 | | $ | 510 | | $ | 390 | | $ | 513 | | $ | 8,317 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loans individually evaluated for impairment | $ | 6,222 | | $ | - | | $ | 4,450 | | $ | 7,138 | | $ | 35,931 | | $ | - | | $ | 2,735 | | $ | - | | $ | - | | $ | 56,476 | |
| Loans collectively evaluated for impairment | $ | 59,348 | | $ | 13,337 | | $ | 68,708 | | $ | 7,406 | | $ | 256,878 | | $ | 17,361 | | $ | 73,855 | | $ | 22,970 | | $ | - | | $ | 519,863 | |
| Loans at December 31, 2010 (before unearned income) | $ | 65,570 | | $ | 13,337 | | $ | 73,158 | | $ | 14,544 | | $ | 292,809 | | $ | 17,361 | | $ | 76,590 | | $ | 22,970 | | $ | - | | $ | 576,339 | |
| Unearned income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (699 | ) |
| Total loans net of unearned income | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 575,640 | |
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. As an administrative matter, this process is only applied to impaired loans or relationships in excess of $250,000.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment disclosures, unless such loans are the subject of a restructuring agreement.
Changes in the allowance for loan losses are as follows:
| (in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Balance at Beginning of Year | $ | 8,317 | | $ | 7,919 | | $ | 6,482 | |
| Provision | | 10,187 | | | 5,654 | | | 4,155 | |
| Charge-offs | | (10,357 | ) | | (5,613 | ) | | (2,879 | ) |
| Recoveries | | 732 | | | 357 | | | 161 | |
| Balance at Year End | $ | 8,879 | | $ | 8,317 | | $ | 7,919 | |
The allowance for loan losses is reviewed by Management on a monthly basis and additions thereto are recorded. In assessing the allowance, Management considers a variety of internal and external factors that might impact the performance of individual loans. These factors include, but are not limited to, economic conditions and their impact upon borrowers' ability to repay loans, respective industry trends, borrower estimates and independent appraisals. Periodic changes in these factors impact Management's assessment of each loan and its overall impact on the allowance for loan losses.
The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit, and management establishes reserves as needed for its estimate of probable losses on such commitments.
As of December 31, 2011, 2010 and 2009, the Company had loans totaling $22.5 million, $28.7 million and $14.2 million, respectively, on which the accrual of interest had been discontinued. As of December 31, 2011, 2010 and 2009, the Company had loans past due 90 days or more and still accruing interest totaling $0.7 million, $1.7 million, and $0.8 million, respectively. The average amount of non-accrual loans in 2011 was $24.9 million compared to $21.5 million in 2010. Had these loans performed in accordance with their original terms, the Company's interest income would have been increased by approximately $0.7 million and $1.7 million for the years ended December 31, 2011 and 2010, respectively. Impaired loans at December 31, 2011 and 2010, including non-accrual loans, amounted to $51.1 million and $56.5 million, respectively. The portion of the allowance for loan losses allocated to all impaired loans amounted to $2.5 million and $3.5 million at December 31, 2011 and 2010, respectively. As of December 31, 2011, the Company has no outstanding commitments to advance additional funds in connection with impaired loans.
The following is a summary of impaired loans by class:
| | As of December 31, 2011 | |
| (in thousands) | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Average Recorded Investment | | Interest Income Recognized | | Interest Income Cash Basis | |
Impaired Loans with no related allowance: | | | | | | | | | | | | | | | | | | |
| Real estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 937 | | $ | 960 | | $ | - | | $ | 634 | | $ | 91 | | $ | 64 | |
| Farmland | | - | | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family | | 858 | | | 1,192 | | | - | | | 2,388 | | | 218 | | | 32 | |
| Multifamily | | - | | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | 8,710 | | | 10,708 | | | - | | | 11,549 | | | 824 | | | 409 | |
| Total Real Estate | $ | 10,505 | | $ | 12,860 | | $ | - | | $ | 14,571 | | $ | 1,133 | | $ | 505 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | 738 | | | 1,737 | | | - | | | 2,986 | | | 238 | | | 102 | |
| Consumer and other | | - | | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | $ | 738 | | $ | 1,737 | | $ | - | | $ | 2,986 | | $ | 238 | | $ | 102 | |
| Total Impaired Loans with no related allowance | $ | 11,243 | | $ | 14,597 | | $ | - | | $ | 17,557 | | $ | 1,371 | | $ | 607 | |
| | | | | | | | | | | | | | | | | | | |
Impaired Loans with an allowance recorded: | | | | | | | | | | | | | | | | | | |
| Real estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 7,061 | | $ | 7,061 | | $ | 139 | | $ | 7,243 | | $ | 477 | | $ | 376 | |
| Farmland | | - | | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family | | 2,733 | | | 2,870 | | | 392 | | | 1,127 | | | 57 | | | 56 | |
| Multifamily | | 7,369 | | | 7,369 | | | 701 | | | 6,347 | | | 288 | | | 333 | |
| Non-farm non-residential | | 22,687 | | | 23,637 | | | 1,224 | | | 21,180 | | | 1,261 | | | 815 | |
| Total real estate | $ | 39,850 | | $ | 40,937 | | $ | 2,456 | | $ | 35,897 | | $ | 2,083 | | $ | 1,580 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | - | | | - | | | - | | | - | | | - | | | - | |
| Consumer and other | | - | | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Total Impaired Loans with an allowance recorded | $ | 39,850 | | $ | 40,937 | | $ | 2,456 | | $ | 35,897 | | $ | 2,083 | | $ | 1,580 | |
| | | | | | | | | | | | | | | | | | | |
| Total Impaired Loans | $ | 51,093 | | $ | 55,534 | | $ | 2,456 | | $ | 53,454 | | $ | 3,454 | | $ | 2,187 | |
The following is a summary of impaired loans by class:
| | As of December 31, 2010 | |
| (in thousands) | Recorded Investment | | Unpaid Principal Balance | | Related Allowance | | Average Recorded Investment | | Interest Income Recognized | | Interest Income Cash Basis | |
Impaired Loans with no related allowance: | | | | | | | | | | | | | | | | | | |
| Real estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 4,105 | | $ | 5,380 | | $ | - | | $ | 5,532 | | $ | 324 | | $ | 345 | |
| Farmland | | - | | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family | | 53 | | | 684 | | | - | | | 2,576 | | | 204 | | | 18 | |
| Multifamily | | - | | | - | | | - | | | - | | | - | | | - | |
| Non-farm non-residential | | 4,555 | | | 4,555 | | | - | | | 3,331 | | | 202 | | | 83 | |
| Total Real Estate | $ | 8,713 | | $ | 10,619 | | $ | - | | $ | 11,439 | | $ | 730 | | $ | 446 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | - | | | - | | | - | | | 425 | | | 37 | | | - | |
| Consumer and other | | - | | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | $ | - | | $ | - | | $ | - | | $ | 425 | | $ | 37 | | $ | - | |
| Total Impaired Loans with no related allowance | $ | 8,713 | | $ | 10,619 | | $ | - | | $ | 11,864 | | $ | 767 | | $ | 446 | |
| | | | | | | | | | | | | | | | | | | |
Impaired Loans with an allowance recorded: | | | | | | | | | | | | | | | | | | |
| Real estate: | | | | | | | | | | | | | | | | | | |
| Construction & land development | $ | 2,117 | | $ | 2,117 | | $ | 323 | | $ | 2,557 | | $ | 247 | | $ | 85 | |
| Farmland | | - | | | - | | | - | | | - | | | - | | | - | |
| 1 - 4 family | | 4,397 | | | 4,397 | | | 726 | | | 1,490 | | | 103 | | | 55 | |
| Multifamily | | 7,138 | | | 7,138 | | | 179 | | | 5,896 | | | 318 | | | 287 | |
| Non-farm non-residential | | 31,376 | | | 31,376 | | | 1,901 | | | 13,655 | | | 853 | | | 364 | |
| Total real estate | $ | 45,028 | | $ | 45,028 | | $ | 3,129 | | $ | 23,598 | | $ | 1,521 | | $ | 791 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | | |
| Agricultural | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Commercial and industrial | | 2,735 | | | 2,735 | | | 408 | | | 1,632 | | | 114 | | | 67 | |
| Consumer and other | | - | | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | $ | 2,735 | | $ | 2,735 | | $ | 408 | | $ | 1,632 | | $ | 114 | | $ | 67 | |
| Total Impaired Loans with an allowance recorded | $ | 47,763 | | $ | 47,763 | | $ | 3,537 | | $ | 25,230 | | $ | 1,635 | | $ | 858 | |
| | | | | | | | | | | | | | | | | | | |
| $ | 56,476 | | $ | 58,382 | | $ | 3,537 | | $ | 37,094 | | $ | 2,402 | | $ | 1,304 | |
A Troubled Debt Restructuring ("TDR") is considered such if the creditor for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. The modifications to the Company's TDRs were concessions on the interest rate charged. The effect of the modifications to the Company was a reduction in interest income. These loans still have an allocated reserve in the Company's reserve for loan losses.
The following table identifies the Troubled Debt Restructurings as of December 31, 2011 and December 31, 2010:
| Troubled Debt Restructurings | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Number of Contracts | | Pre-Modification Outstanding Recorded Investment | | Post-Modification Outstanding Recorded Investment | | Number of Contracts | | Pre-Modification Outstanding Recorded Investment | | Post-Modification Outstanding Recorded Investment | |
| Real Estate: | | | | | | | | | | | | | | | | | |
| Construction & land development | 5 | | $ | 2,840 | | $ | 2,840 | | | 3 | | $ | 2,602 | | $ | 2,602 | |
| Farmland | - | | | - | | | - | | | - | | | - | | | - | |
| 1-4 Family | 1 | | | 1,694 | | | 1,694 | | | - | | | - | | | - | |
| Multifamily | 1 | | | 6,015 | | | 6,015 | | | - | | | - | | | - | |
| Non-farm non residential | 4 | | | 6,998 | | | 6,998 | | | 4 | | | 6,933 | | | 6,780 | |
| Total real estate | 11 | | $ | 17,547 | | $ | 17,547 | | | 7 | | $ | 9,535 | | $ | 9,382 | |
| Non-Real Estate: | | | | | | | | | | | | | | | | | |
| Agricultural | - | | $ | - | | $ | - | | | - | | $ | - | | $ | - | |
| Commercial and industrial | - | | | - | | | - | | | - | | | - | | | - | |
| Consumer and other | - | | | - | | | - | | | - | | | - | | | - | |
| Total Non-Real Estate | - | | $ | - | | $ | - | | | - | | $ | - | | $ | - | |
| Total | 11 | | $ | 17,547 | | $ | 17,547 | | | 7 | | $ | 9,535 | | $ | 9,382 | |
As of December 31, 2011 and December 31, 2010, respectively, none of the Company's TDRs had subsequently defaulted after concessions were granted. As of December 31, 2011, the Company had no outstanding committment to advance funds to borrowers with a troubled debt restructuring.
Note 8. Premises and Equipment
The major categories comprising premises and equipment at December 31, 2011 and 2010 are as follows:
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Land | $ | 5,949 | | $ | 4,539 | |
| Bank premises | | 17,888 | | | 15,804 | |
| Furniture and equipment | | 16,559 | | | 15,074 | |
| Construction in progress | | 298 | | | 52 | |
| Acquired value | $ | 40,694 | | $ | 35,469 | |
| Less: accumulated depreciation | | 20,773 | | | 19,446 | |
| Net book value | $ | 19,921 | | $ | 16,023 | |
Depreciation expense amounted to approximately $1.4 million, $1.2 million and $1.0 million for 2011, 2010 and 2009, respectively.
Note 9. Goodwill and Other Intangible Assets
Goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to annual impairment tests. Other intangible assets continue to be amortized over their useful lives. Goodwill at December 31, 2011 was $2.0 million and was acquired in the Homestead Bancorp acquisition in 2007. No impairment charges have been recognized since the acquisition of goodwill or other amortizing intangible assets. Mortgage servicing rights were relatively unchanged totaling $0.2 million at December 31, 2011 and 2010. Other intangible assets recorded include core deposit intangibles, which are subject to amortization. The weighted-average amortization period remaining for the Company's core deposit intangibles is 8.2 years. The core deposits reflect the value of deposit relationships, including the beneficial rates, which arose from the purchase of other financial institutions and the purchase of various banking center locations from one single financial institution.
The following table summarizes the Company’s purchased accounting intangible assets subject to amortization.
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | |
| Core Deposit Intangibles | $ | 9,350 | | $ | 6,742 | | $ | 2,608 | | $ | 7,997 | | $ | 6,457 | | $ | 1,540 | |
| Mortgage Servicing Rights | | 267 | | | 64 | | | 203 | | | 235 | | | 46 | | | 189 | |
| Total | $ | 9,617 | | $ | 6,806 | | $ | 2,811 | | $ | 8,232 | | $ | 6,503 | | $ | 1,729 | |
Amortization expense relating to purchase accounting intangibles totaled $0.3 million, $0.2 million, and $0.3 million for the year ended December 31, 2011, 2010, and 2009, respectively. Estimated amortization expense of other intangible assets is as follows:
| For the Years Ended | | Estimated Amortization Expense (in thousands) |
| December 31, 2012 | | $ | 350 |
| December 31, 2013 | | $ | 320 |
| December 31, 2014 | | $ | 320 |
| December 31, 2015 | | $ | 320 |
| December 31, 2016 | | $ | 320 |
These estimates do not assume the addition of any new intangible assets that may be acquired in the future nor any writedowns resulting from impairment.
Note 10. Other Real Estate (ORE)
Other real estate owned consists of the following:
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Real Estate Owned Acquired by Foreclosure: | | | | | | |
| Residential | $ | 1,342 | | $ | 232 | |
| Construction & land development | | 1,161 | | | 231 | |
| Non-farm non-residential | | 3,206 | | | 114 | |
| Other foreclosed property | | - | | | - | |
| Real Estate Acquired for Development or Resale | | - | | | - | |
| Total Other Real Estate Owned and Foreclosed Property | $ | 5,709 | | $ | 577 | |
The aggregate amount of time deposits having a remaining term of more than year for the next five years are as follows:
(in thousands) | December 31, 2011 | |
| 2012 | $ | 486,690 | |
| 2013 | | 115,751 | |
| 2014 | | 45,704 | |
| 2015 | | 32,038 | |
| 2016 and thereafter | | 12,334 | |
| Total | $ | 692,517 | |
The table above includes, for December 31, 2011, brokered deposits totaling $5.3 million of which $0.3 million were in reciprocal time deposits acquired from the Certificate of Deposit Account Registry Service (CDARS). The aggregate amount of jumbo time deposits, each with a minimum denomination of $100,000, was approximately $463.0 million and $420.1 million at December 31, 2011 and 2010, respectively.
Note 12. Borrowings
Short-term borrowings are summarized as follows:
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Securities sold under agreements to repurchase | $ | 12,223 | | $ | 12,589 | |
| Total short-term borrowings | $ | 12,223 | | $ | 12,589 | |
Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature daily. Interest rates on repurchase agreements are set by Management and are generally based on the 91-day Treasury bill rate. Repurchase agreement deposits are fully collateralized and monitored daily. The Company’s available lines of credit with correspondent banks, including the Federal Home Loan Bank, totaled $176.0 million at December 31, 2011 and $100.6 million at December 31, 2010.
At December 31, 2011, the Company had $101.4 million in blanket lien availability (primarily secured by commercial real estate loans) and $103.5 million in custody status availability (primarily secured by commercial real estate loans and 1-4 family mortgage loans). Total gross availability at the FHLB was $204.9 million at December 31, 2011 but was reduced by its letters of credit totaling $70.0 million. Net availability with the FHLB at December 31, 2011 was $134.9 million. The Company also had lines available with other banks totaling $43.6 million at December 31, 2011.
The following schedule provides certain information about the Company’s short-term borrowings during the periods indicated:
| (in thousands except for %) | December 31, 2011 | | | | | |
| Outstanding at year end | $ | 12,223 | | $ | 12,589 | | $ | 11,929 | |
| Maximum month-end outstanding | $ | 22,493 | | $ | 30,465 | | $ | 26,372 | |
| Average daily outstanding | $ | | | $ | 13,086 | | $ | 18,233 | |
| Weighted average rate during the year | | 0.18 | % | | 0.21 | % | | 0.81 | % |
| Average rate at year end | | 0.21 | % | | 0.21 | % | | 0.23 | % |
The Company's senior long-term debt totaled $3.2 million at December 31, 2011. The Company pays $50,000 principal plus interest on a monthly basis. The loan is currently priced at Wall Street Journal Prime plus 75 basis points (currently 4.00%). This loan matures in April of 2017 and is secured by a pledge of 13.2% (735,745 shares) of First Guaranty Bancshares interest in First Guaranty Bank (a wholly owned subsidiary) under Commercial Pledge Agreement dated June 22, 2011. The Company had no long-term debt at December 31, 2010. The Company maintains a revolving line of credit for $2.5 million with an availability of $2.5 million at December 31, 2011. This line of credit is secured by the same collateral as the term loan debt. At December 31, 2011, letters of credit issued by the FHLB totaling $70.0 million were outstanding and carried as off-balance sheet items, all of which expire in 2012. At December 31, 2010, letters of credit issued by the FHLB totaling $145.0 million were outstanding and carried as off-balance sheet items, all of which expired in 2011. The letters of credit are solely used for pledging towards public fund deposits. The FHLB has a blanket lien on substantially all of the Bank's loan portfolio that is used to secure borrowings from the FHLB.
Maturities on long-term debt are as follows:
| (in thousands) | Long-term debt | |
| 2012 | $ | 600 | |
| 2013 | $ | 600 | |
| 2014 | $ | 600 | |
| 2015 | $ | 600 | |
| 2016 and thereafter | $ | 800 | |
The table above does not consider long-term debt that may be executed in future periods.
On September 22, 2011, the Company redeemed all 2,069.9 Preferred Series A and all 103 Preferred Series B shares to exit the U.S. Treasury’s Capital Purchase Program.
The repurchase price of the Preferred Series A shares included its carrying value of $20.0 million plus an unaccreted discount of $0.7 million for a total of $20.7 million. The repurchase price of the Preferred Series B shares included its carrying value of $1.1 million less an unamortized premium of $0.1 million for a total of $1.0 million. The unaccreted premium and unamortized discount resulted in a $0.6 million deemed dividend which reduces the net income available to common shareholders.
The total repurchase of the Preferred Series A and B shares includes $21.7 million carrying value and the deemed dividend, plus a prorated cash dividend of $0.1 million for a total of $21.8 million.
The Company redeemed the Preferred Series A and B shares with a portion of the $39.4 million of proceeds received in exchange for issuing 39,435 Preferred Series C shares to the U.S. Treasury as a participant in the Small Business Lending Fund program. The Preferred Series C shares will receive quarterly dividends and the initial dividend rate will be 5.00%. The rate can fluctuate between 1.00% and 5.00% during the next eight quarters and is a function of the growth in qualified small business loans each quarter. For the fourth quarter 2011 the dividend rate was 5.00%. If lending to qualified small businesses has not increased at the end of the eighth quarter, post funding, the dividend rate will increase to 7.00% in the tenth quarter. The dividend rate after 4.5 years will increase to 9.00% if the Preferred Series C shares have not been repurchased by that time.
Note 14. Common Stock
The Company issued 179,036 shares of $1 par common stock in the acquisition of Greensburg Bancshares, Inc. that was completed on July 1, 2011.
First Guaranty Bancshares also issued a stock dividend of ten percent to stockholders of record on February 17, 2012 payable February 24, 2012. Common stock has been restated to retroactively record the stock dividend.
The following table reconciles the Company's common stock outstanding:
| | 2011¹ | | 2010¹ | | 2009¹ |
| Shares outstanding at beginning of year | 5,559,644 | | 5,559,644 | | 5,559,644 |
| Shares issued in acquisition (unadjusted for stock dividend) | 162,764 | | - | | - |
| Shares outstanding at balance sheet date | 5,722,408 | | 5,559,644 | | 5,559,644 |
| Shares issued in stock dividend ¹ (includes dividend on acquisition shares) | 571,819 | | 555,964 | | 555,964 |
| Total $1 par common shares outstanding | 6,294,227 | | 6,115,608 | | 6,115,608 |
¹The shares issued as a stock dividend were estimated for the years 2010 and 2009. The estimate was based on ten percent of the aggregate shares outstanding at the respective balance sheet dates.
The stock dividend was accounted for with a reduction of the Company's retained earnings by the market value of the shares issued and application of the respective amounts to the common stock and surplus accounts.
Note 15. Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2011 and 2010, that the Company and the Bank met all capital adequacy requirements to which they were subject.
As of December 31, 2011, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that Management believes have changed the Bank’s category. The Company’s and the Bank’s actual capital amounts and ratios as of December 31, 2011 and 2010 are presented in the following table.
| (in thousands except for %) | Actual | | Minimum Capital Requirements | | Minimum to be Well Capitalized Under Action Provisions | |
| December 31, 2011 | Amount | Ratio | | Amount | Ratio | | Amount | Ratio | |
| Total risk-based capital: | | | | | | | | | | | | |
| Consolidated | $ | 126,407 | 14.75 | % | $ | 68,676 | 8.00 | % | | N/A | N/A | |
| Bank | $ | 127,618 | 14.90 | % | $ | 68,631 | 8.00 | % | $ | 85,789 | 10.00 | % |
| | | | | | | | | | | | | |
| Tier 1 capital: | | | | | | | | | | | | |
| Consolidated | $ | 117,528 | 13.71 | % | $ | 34,338 | 4.00 | % | | N/A | N/A | |
| Bank | $ | 118,739 | 13.86 | % | $ | 34,315 | 4.00 | % | $ | 51,473 | 6.00 | % |
| | | | | | | | | | | | | |
| Tier 1 leverage capital: | | | | | | | | | | | | |
| Consolidated | $ | 117,528 | 9.03 | % | $ | 52,240 | 4.00 | % | | N/A | N/A | |
| Bank | $ | 118,739 | 9.13 | % | $ | 52,228 | 4.00 | % | $ | 65,286 | 5.00 | % |
| | | | | | | | | | | | | |
| December 31, 2010 | | | | | | | | | | | | |
| Total risk-based capital: | | | | | | | | | | | | |
| Consolidated | $ | 102,828 | 13.03 | % | $ | 63,117 | 8.00 | % | | N/A | N/A | |
| Bank | $ | 95,644 | 12.13 | % | $ | 63,096 | 8.00 | % | $ | 78,870 | 10.00 | % |
| | | | | | | | | | | | | |
| Tier 1 capital: | | | | | | | | | | | | |
| Consolidated | $ | 94,511 | 11.98 | % | $ | 31,588 | 4.00 | % | | N/A | N/A | |
| Bank | $ | 87,347 | 11.07 | % | $ | 31,548 | 4.00 | % | $ | 47,322 | 6.00 | % |
| | | | | | | | | | | | | |
| Tier 1 leverage capital: | | | | | | | | | | | | |
| Consolidated | $ | 94,511 | 8.69 | % | $ | 43,528 | 4.00 | % | | N/A | N/A | |
| Bank | $ | 87,347 | 8.06 | % | $ | 43,356 | 4.00 | % | $ | 54,195 | 5.00 | % |
Note 16. Dividend Restrictions
The Federal Reserve Bank ("FRB") has stated that generally, a bank holding company, should not maintain a rate of distributions to shareholders unless its available net income has been sufficient to fully fund the distributions, and the prospective rate of earnings retention appears consistent with the bank holding company’s capital needs, asset quality and overall financial condition. As a Louisiana corporation, the Company is restricted under the Louisiana corporate law from paying dividends under certain conditions.
First Guaranty Bank may not pay dividends or distribute capital assets if it is in default on any assessment due to the FDIC. First Guaranty Bank is also subject to regulations that impose minimum regulatory capital and minimum state law earnings requirements that affect the amount of cash available for distribution. In addition, under the Louisiana Banking Law, dividends may not be paid if it would reduce the unimpaired surplus below 50% of outstanding capital stock in any year.
The Bank is restricted under applicable laws in the payment of dividends to an amount equal to current year earnings plus undistributed earnings for the immediately preceding year, unless prior permission is received from the Commissioner of Financial Institutions for the State of Louisiana. Dividends payable by the Bank in 2012 without permission will be limited to 2012 earnings plus the undistributed earnings of $4.4 million from 2011.
Accordingly, at January 1, 2012, $123.4 million of the Company’s equity in the net assets of the Bank was restricted. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements.
Under the requirements of the United States Treasury’s Small Business Lending Fund, the Company is permitted to pay dividends on its common stock, provided that: (i) the Company’s Tier 1 capital would be at least 90% of the amount of Tier 1 capital existing as of September 22, 2011; and (ii) the SBLF Dividends have been declared and paid to Treasury as of the most recent applicable dividend period. After two years, the 90% limitation will decrease by 10% for every 1% increase in qualified small business lending.
Note 17. Related Party Transactions
In the normal course of business, the Company and its subsidiary, First Guaranty Bank, have loans, deposits and other transactions with its executive officers, directors and certain business organizations and individuals with which such persons are associated. These transactions are completed with terms no less favorable than current market rates. An analysis of the activity of loans made to such borrowers during the year ended December 31, 2011 and 2010 follows:
| (in thousands) | December 31, 2011 | | | |
| Balance, beginning of year | $ | 13,521 | | $ | 16,922 | |
| Net Increase (Decrease) | | 13,831 | | | (3,401 | ) |
| Balance, end of year | $ | 27,352 | | $ | 13,521 | |
Unfunded commitments to the Company and Bank directors and executive officers totaled $14.6 million and $13.4 million at December 31, 2011 and 2010, respectively. At December 31, 2011 the Company and the Bank had deposits from directors and executives totaling $30.1 million. There were no participations in loans purchased from affiliated financial institutions included in the Company’s loan portfolio in 2011 or 2010.
During the years ended 2011, 2010 and 2009, the Company paid approximately $0.6 million, $0.6 million and $0.6 million, respectively, for printing services and supplies and office furniture and equipment to Champion Graphic Communications (or subsidiary companies of Champion Industries, Inc.), of which Mr. Marshall T. Reynolds, the Chairman of the Company’s Board of Directors, is President, Chief Executive Officer, Chairman of the Board of Directors and holder of 53.7% of the capital stock as of February 17, 2012; approximately $1.5 million, $1.4 million and $1.4 million, respectively, to participate in an employee medical benefit plan in which several entities under common ownership of the Company's Chairman participate; and approximately $0.2 million, $0.2 million and $0.2 million, respectively, to Sabre Transportation, Inc. for travel expenses of the Chairman and other directors. These expenses include, but are not limited to, the utilization of an aircraft, fuel, air crew, ramp fees and other expenses attendant to the Company’s use. The Harrah and Reynolds Corporation, of which Mr. Reynolds is President and Chief Executive Officer and sole shareholder, has controlling interest in Sabre Transportation, Inc.
Note 18. Employee Benefit Plans
The Company has an employee savings plan to which employees, who meet certain service requirements, may defer one to twenty percent of their base salaries, six percent of which may be matched up to 100%, at its sole discretion. Contributions to the savings plan were $66,489, $129,000, and $64,000 in 2011, 2010 and 2009, respectively. An Employee Stock Ownership Plan (“ESOP”) benefits all eligible employees. Full-time employees who have been credited with at least 1,000 hours of service during a 12 consecutive month period and who have attained age 21 are eligible to participate in the ESOP. The plan document has been approved by the Internal Revenue Service. Contributions to the ESOP are at the sole discretion of the Company. No contributions were made to the ESOP for the years 2011 or 2010. Voluntary contributions of $100,000 to the ESOP were made in 2009. As of December 31, 2011, the ESOP held 19,693 shares. In October of 2010, the ESOP plan was frozen and the Company does not plan to make future contributions to this plan.
The following is a summary of the significant components of other noninterest expense:
(in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Other noninterest expense: | | | | | | | | |
| Legal and professional fees | $ | 2,208 | | $ | 1,791 | | $ | 1,254 | |
| Data processing | | 1,230 | | | 1,143 | | | 1,067 | |
| Marketing and public relations | | 654 | | | 1,426 | | | 809 | |
| Taxes - sales, capital and franchise | | 640 | | | 620 | | | 529 | |
| Operating supplies | | 574 | | | 594 | | | 537 | |
| Travel and lodging | | 492 | | | 435 | | | 398 | |
| Telephone | | 197 | | | 177 | | | 192 | |
| Amortization of core deposits | | 285 | | | 218 | | | 291 | |
| Donations | | 297 | | | 778 | | | 221 | |
| Net costs from other real estate and repossessions | | 1,317 | | | 858 | | | 399 | |
| Regulatory assessment | | 1,663 | | | 1,496 | | | 2,049 | |
| Other | | 3,262 | | | 2,331 | | | 2,618 | |
Total other noninterest expense | $ | 12,819 | | $ | 11,867 | | $ | 10,364 | |
The Company does not capitalize advertising costs. They are expensed as incurred and are included in other noninterest expense on the Consolidated Statements of Income. Advertising expense was $0.3 million, $0.4 million and $0.4 million for 2011, 2010 and 2009, respectively.
The following is a summary of the provision for income taxes included in the Statements of Income:
(in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Current | $ | 3,673 | | $ | 4,604 | | $ | 3,705 | |
| Deferred | | 50 | | | 622 | | | 67 | |
| Tax credits | | - | | | - | | | (46 | ) |
| Total | $ | 3,723 | | $ | 5,226 | | $ | 3,726 | |
The difference between income taxes computed by applying the statutory federal income tax rate and the provision for income taxes in the financial statements is reconciled as follows:
| (in thousands except for %) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Statutory tax rate | | 34.0 | % | | 34.2 | % | | 34.0 | % |
| Federal income taxes at statutory rate | $ | 4,001 | | $ | 5,224 | | $ | 3,854 | |
| Tax credits | | - | | | - | | | (46 | ) |
| Tax exempt bargain purchase gain | | (566 | ) | | - | | | - | |
| Other | | 288 | | | 2 | | | (82 | ) |
| Total | $ | 3,723 | | $ | 5,226 | | $ | 3,726 | |
Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities, and available tax credit carryforwards. Temporary differences between the financial statement and tax values of assets and liabilities give rise to deferred tax assets (liabilities). The significant components of deferred tax assets and liabilities at December 31, 2011 and 2010 are as follows:
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Deferred tax assets: | | | | |
| Allowance for loan losses | $ | 3,241 | | $ | 2,828 | |
| Other real estate owned | | 599 | | | 135 | |
| Impairment writedown on securities | | 168 | | | 168 | |
| Unrealized loss on available for sale securities | | - | | | 133 | |
| Other | | 582 | | | 249 | |
| Gross deferred tax assets | $ | 4,590 | | $ | 3,513 | |
| | | | | | | |
| Deferred tax liabilities: | | | | | | |
| Depreciation and amortization | $ | (2,464 | ) | $ | (1,139 | ) |
| Unrealized gains on available for sale securities | | (2,301 | ) | | - | |
| Other | | (238 | ) | | (218 | ) |
| Gross deferred tax liabilities | $ | (5,003 | ) | $ | (1,357 | ) |
| | | | | | | |
| Net deferred tax assets | $ | (413 | ) | $ | 2,156 | |
As of December 31, 2011 and 2010, there were no net operating loss carry forwards for income tax purposes.
ASC 740-10, Income Taxes, clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. The company does not believe it has any unrecognized tax benefits included in its consolidated financial statements. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2011, 2010, and 2009, the Company did not recognize any interest or penalties in its consolidated financial statements, nor has it recorded an accrued liability for interest or penalty payments.
Note 21. Comprehensive Income
The following is a summary of the components of other comprehensive income as presented in the Statements of Changes in Stockholders’ Equity:
| (in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Unrealized gain (loss) on available for sale securities, net | $ | 10,594 | | $ | (1,085 | ) | $ | 9,382 | |
| Unrealized loss on held to maturity securities, net | | - | | | - | | | (224 | ) |
| Reclassification for OTTI losses | | 97 | | | - | | | 829 | |
| Reclassification adjustments for net (gains) losses, realized net income | | (3,531 | ) | | (2,453 | ) | | (2,056 | ) |
Other comprehensive income | $ | 7,160 | | $ | (3,538 | ) | $ | 7,931 | |
| Income tax (provision) benefit related to other comprehensive income | | (2,434 | ) | | 1,202 | | | (2,696 | ) |
Other comprehensive income, net of tax | $ | 4,726 | | $ | (2,336 | ) | $ | 5,235 | |
Note 22. Commitments and Contingencies
Off-balance sheet commitments
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at December 31, 2011 and December 31, 2010:
(in thousands) | December 31, 2011 | | December 31, 2010 | |
| Commitments to Extend Credit | $ | 13,264 | | $ | 20,561 | |
| Unfunded Commitments under lines of credit | $ | 69,522 | | $ | 74,643 | |
| Commercial and Standby letters of credit | $ | 6,745 | | $ | 5,681 | |
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for on-balance sheet instruments.
Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Management's credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties.
Standby and commercial letters of credit are conditional commitments to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term, one year or less; however, some guarantees extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral requirements are the same as on-balance sheet instruments and commitments to extend credit.
There were no losses incurred on commitments in 2011, 2010 or 2009.
Note 23. Fair Value Measurements
The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques use certain inputs to arrive at fair value. Inputs to valuation techniques are the assumptions that market participants would use in pricing the asset or liability. They may be observable or unobservable. The Company uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs – Unadjusted quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds or credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.
Securities available for sale. Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Securities classified Level 3 in the Company's portfolio as of December 31, 2011 includes municipal bonds from two local municipalities and a preferred equity security.
Impaired loans. Loans are measured for impairment using the methods permitted by ASC Topic 310. Fair value of impaired loans is measured by either the loans obtainable market price, if available (Level 1), the fair value of the collateral if the loan is collateral dependent (Level 2), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.
Other real estate owned. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of other real estate owned ("OREO") at December 31, 2011 are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or amounts commonly used in real estate transactions. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market, and thus OREO measured at fair value would be classified within Level 2 of the hierarchy.
Certain non-financial assets and non-financial liabilities are measured at fair value on a non-recurring basis including assets and liabilities related to reporting units measured at fair value in the testing of goodwill impairment, as well as intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.
The following table summarizes financial assets measured at fair value on a recurring basis as of December 31, 2011 and December 31, 2010, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
Securities available for sale measured at fair value | $ | 520,497 | | $ | 322,128 | |
| Fair Value Measurements Using: | | | | | | |
| Quoted Prices in Active Markets For Identical Assets (Level 1) | $ | 3,203 | | $ | 14,374 | |
Significant Other Observable Inputs (Level 2) | $ | 509,778 | | $ | 299,366 | |
Significant Unoberservable Inputs (Level 3) | $ | 7,516 | | $ | 8,388 | |
The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the methodologies used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value. The change in level 3 securities available for sale was due to principal payments on municipal securities of $0.9 million.
The following table reconciles assets measured at fair value on a recurring basis using unobservable inputs (Level 3):
| | Level 3 Changes | |
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Balance, beginning of year | $ | 8,388 | | $ | 9,000 | |
| Total gains or losses (realized/unrealized) | | - | | | - | |
| Included in earnings | | - | | | - | |
| Included in other comprehensive income | | - | | | - | |
| Purchases, sales, issuances and settlements, net | | (872 | ) | | (612 | ) |
| Transfers in and/or out of Level 3 | | - | | | - | |
| Balance as of end of year | $ | 7,516 | | $ | 8,388 | |
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of December 31, 2011 was $0.
Gains and losses on securities (realized and unrealized) included in earnings (or changes in net assets) for the year end 2011 on a recurring basis are reported in noninterest income or other comprehensive income as follows:
| (in thousands) | Noninterest Income | | Other Comprehensive Income | |
| Total gains included in earnings (or changes in net assets) | $ | 3,531 | | | | |
| Impairment loss | $ | (97 | ) | | | |
| Changes in unrealized gains (losses) relating to assets still held at December 31, 2011 | | | | $ | 4,726 | |
The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of December 31, 2011, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:
| (in thousands) | At December 31, 2011 | | At December 31, 2010 | |
| Impaired loans measured at fair value | $ | 39,850 | | $ | 47,763 | |
| Fair Value Measurements Using: | | | | | | |
| Quoted Prices in Active Markets For Identical Assets (Level 1) | $ | - | | $ | - | |
Significant Other Observable Inputs (Level 2) | $ | 8,113 | | $ | 30,364 | |
Significant Unoberservable Inputs (Level 3) | $ | 31,737 | | $ | 17,399 | |
| | | | | | | |
| Other real estate owned measured at fair value | $ | 5,709 | | $ | 577 | |
| Fair Value Measurements Using: | | | | | | |
Quoted Prices in Active Markets For Identical Assets (Level 1) | $ | - | | $ | - | |
Significant Other Observable Inputs (Level 2) | $ | 5,709 | | $ | 577 | |
Significant Unoberservable Inputs (Level 3) | $ | - | | $ | - | |
ASC 825-10 provides the Company with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits the Company to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.
The Company has chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States, and as such has not included any gains or losses in earnings for the year ended December 31, 2011.
Note 24. Financial Instruments
Fair value estimates are generally subjective in nature and are dependent upon a number of significant assumptions associated with each instrument or group of similar instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows and relevant available market information. Fair value information is intended to represent an estimate of an amount at which a financial instrument could be exchanged in a current transaction between a willing buyer and seller engaging in an exchange transaction. However, since there are no established trading markets for a significant portion of the Company’s financial instruments, the Company may not be able to immediately settle financial instruments; as such, the fair values are not necessarily indicative of the amounts that could be realized through immediate settlement. In addition, the majority of the financial instruments, such as loans and deposits, are held to maturity and are realized or paid according to the contractual agreement with the customer.
Quoted market prices are used to estimate fair values when available. However, due to the nature of the financial instruments, in many instances quoted market prices are not available. Accordingly, estimated fair values have been estimated based on other valuation techniques, such as discounting estimated future cash flows using a rate commensurate with the risks involved or other acceptable methods. Fair values are estimated without regard to any premium or discount that may result from concentrations of ownership of financial instruments, possible income tax ramifications or estimated transaction costs. The fair value estimates are subjective in nature and involve matters of significant judgment and, therefore, cannot be determined with precision. Fair values are also estimated at a specific point in time and are based on interest rates and other assumptions at that date. As events change the assumptions underlying these estimates, the fair values of financial instruments will change.
Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations of pension and other postretirement benefits, premises and equipment, other real estate, prepaid expenses, the value of long-term relationships with depositors (core deposit intangibles) and other customer relationships, other intangible assets and income tax assets and liabilities. Fair value estimates are presented for existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses have not been considered in the estimates. Accordingly, the aggregate fair value amounts presented do not purport to represent and should not be considered representative of the underlying market or franchise value of the Company.
Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate the fair values, reasonable comparison of the fair value information with other financial institutions' fair value information cannot necessarily be made. The methods and assumptions used to estimate the fair values of each class of financial instruments, that are not disclosed above, are as follows:
Cash and due from banks, interest-bearing deposits with banks, federal funds sold and federal funds purchased.
These items are generally short-term in nature and, accordingly, the carrying amounts reported in the Statements of Condition are reasonable approximations of their fair values.
Investment Securities.
Fair values are principally based on quoted market prices. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or the use of discounted cash flow analyses.
Loans Held for Sale.
Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices.
Loans, net.
Market values are computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread.
Accrued interest receivable.
The carrying amount of accrued interest receivable approximates its fair value.
Deposits.
Market values are actually computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread.
Accrued interest payable.
The carrying amount of accrued interest payable approximates its fair value.
The carrying amount of federal funds purchased and other short-term borrowings approximate their fair values. The fair value of the Company’s long-term borrowings is computed using net present value formulas. The present value is the sum of the present value of all projected cash flows on a item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread.
Other unrecognized financial instruments.
The fair value of commitments to extend credit is estimated using the fees charged to enter into similar legally binding agreements, taking into account the remaining terms of the agreements and customers' credit ratings. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit are based on fees charged for similar agreements or on estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2011 and 2010 the fair value of guarantees under commercial and standby letters of credit was not material.
The estimated fair values and carrying values of the financial instruments at December 31, 2011 and 2010 are presented in the following table:
| | December 31, 2011 | | December 31, 2010 | |
| (in thousands) | Carrying Value | | Estimated Fair Value | | Carrying Value | | Estimated Fair Value | |
| Assets | | | | | | | | |
| Cash and cash equivalents | $ | 112,442 | | $ | 112,442 | | $ | 44,837 | | $ | 44,837 | |
| Securities, available for sale | $ | 520,497 | | $ | 520,497 | | $ | 322,128 | | $ | 322,128 | |
| Securities, held to maturity | $ | 112,666 | | $ | 113,197 | | $ | 159,833 | | $ | 155,326 | |
| Federal Home Loan Bank stock | $ | 643 | | $ | 643 | | $ | 1,615 | | $ | 1,615 | |
| Loans, net | $ | 564,221 | | $ | 564,049 | | $ | 567,323 | | $ | 570,566 | |
| Accrued interest receivable | $ | 8,128 | | $ | 8,128 | | $ | 7,664 | | $ | 7,664 | |
| | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | |
| Deposits | $ | 1,207,302 | | $ | 1,214,529 | | $ | 1,007,383 | | $ | 1,016,679 | |
| Borrowings | $ | 15,423 | | $ | 15,421 | | $ | 12,589 | | $ | 12,591 | |
| Accrued interest payable | $ | 3,509 | | $ | 3,509 | | $ | 3,539 | | $ | 3,539 | |
There is no material difference between the contract amount and the estimated fair value of off-balance sheet items that are primarily comprised of short-term unfunded loan commitments that are generally priced at market.
Note 25. Concentrations of Credit and Other Risks
Personal, commercial and residential loans are granted to customers, most of who reside in northern and southern areas of Louisiana. Although the Company has a diversified loan portfolio, significant portions of the loans are collateralized by real estate located in Tangipahoa Parish and surrounding parishes in southeast Louisiana. Declines in the Louisiana economy could result in lower real estate values which could, under certain circumstances, result in losses to the Company.
The distribution of commitments to extend credit approximates the distribution of loans outstanding. Commercial and standby letters of credit were granted primarily to commercial borrowers. Generally, credit is not extended in excess of $8.0 million to any single borrower or group of related borrowers. Approximately 35.8% of the Company’s deposits are derived from local governmental agencies at December 31, 2011. These governmental depositing authorities are generally long-term customers. A number of the depositing authorities are under contractual obligation to maintain their operating funds exclusively with the Company. In most cases, the Company is required to pledge securities or letters of credit issued by the Federal Home Loan Bank to the depositing authorities to collateralize their deposits. Under certain circumstances, the withdrawal of all of, or a significant portion of, the deposits of one or more of the depositing authorities may result in a temporary reduction in liquidity, depending primarily on the maturities and/or classifications of the securities pledged against such deposits and the ability to replace such deposits with either new deposits or other borrowings. Public fund deposits totaled $431.9 million of total deposits at December 31, 2011. Seven public entities comprised $371.8 million or 86.1% of the total public funds as of December 31, 2011.
The Company is subject to various legal proceedings in the normal course of its business. It is Management’s belief that the ultimate resolution of such claims will not have a material adverse effect on the Company’s financial position or results of operations.
Note 27. Subsequent Events
First Guaranty Bancshares issued a stock dividend of ten percent to stockholders of record on February 17, 2012 payable February 24, 2012. See note 14 for details.
Note 28. Condensed Parent Company Information
The following condensed financial information reflects the accounts and transactions of First Guaranty Bancshares, Inc. (parent company only) for the dates indicated:
| First Guaranty Bancshares, Inc. |
| Condensed Balance Sheets |
| |
| (in thousands) | December 31, 2011 | | December 31, 2010 | |
| Assets | | | | |
| Cash | $ | 1,618 | | $ | 7,523 | |
| Investment in bank subsidiary | | 127,801 | | | 90,701 | |
| Other assets | | 577 | | | 257 | |
| Total Assets | $ | 129,996 | | $ | 98,481 | |
| | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | |
| Long-term debt | $ | 3,200 | | $ | - | |
| Other liabilities | | 194 | | | 543 | |
| Total Liabilities | $ | 3,394 | | $ | 543 | |
| Stockholders' Equity | $ | 126,602 | | $ | 97,938 | |
| | | | | | | |
| Total Liabilities and Stockholders' Equity | $ | 129,996 | | $ | 98,481 | |
| First Guaranty Bancshares, Inc. |
| Condensed Statements of Income |
| | | | | | | |
| (in thousands) | December 31, 2011 | | December 31, 2010 | | December 31, 2009 | |
| Operating Income | | | | | | |
| Dividends received from bank subsidiary | $ | 4,600 | | $ | 6,893 | | $ | 5,109 | |
| Other income | | 32 | | | 4 | | | 4 | |
| Total operating income | $ | 4,632 | | $ | 6,897 | | $ | 5,113 | |
| | | | | | | | | | |
| Operating Expenses | | | | | | | | | |
| Interest expense | $ | 166 | | $ | - | | $ | 114 | |
| Salaries & Benefits | | 85 | | | 88 | | | 78 | |
| Other expenses | | 927 | | | 766 | | | 423 | |
| Total operating expenses | $ | 1,178 | | $ | 854 | | $ | 615 | |
| | | | | | | | | | |
Income before income tax benefit and increase in equity in undistributed earnings of subsidiary | $ | 3,454 | | $ | 6,043 | | $ | 4,498 | |
| Income tax benefit | | 200 | | | 296 | | | 214 | |
| Income before increase in equity in undistributed earnings of subsidiary | $ | 3,654 | | $ | 6,339 | | $ | 4,712 | |
| Increase in equity in undistributed earnings of subsidiary | | 4,379 | | | 3,686 | | | 2,883 | |
| Net Income | $ | 8,033 | | $ | 10,025 | | $ | 7,595 | |
| Less preferred stock dividends | | (1,976 | ) | | (1,333 | ) | | (594 | ) |
| Net income available to common shareholders | $ | 6,057 | | $ | 8,692 | | $ | 7,001 | |
| First Guaranty Bancshares, Inc. |
| Condensed Statements of Cash Flow |
| | |
| (in thousands) | December 31, 2011 | | | | | |
| Cash Flows From Operating Activities | | | | | | |
| Net income | $ | 8,033 | | $ | 10,025 | | $ | 7,595 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | |
| (Increase) in equity in undistributed earnings of subsidiary | | (4,379 | ) | | (3,686 | ) | | (2,883 | ) |
| Net change in other liabilities | | (349 | ) | | 159 | | | (83 | ) |
| Net change in other assets | | (250 | ) | | 164 | | | 275 | |
| Net Cash Provided By Operating Activities | $ | 3,055 | | $ | 6,662 | | $ | 4,904 | |
| | | | | | | | | | |
| Cash Flows From Investing Activities | | | | | | | | | |
| Payments for investments in and advances to subsidiary | $ | (19,331 | ) | $ | - | | $ | (16,350 | ) |
| Cash paid in excess of cash received in acquisition | | (2,203 | ) | | - | | | - | |
| Net Cash Used in Investing Activities | $ | (21,534 | ) | $ | - | | $ | (16,350 | ) |
| | | | | | | | | | |
| Cash Flows From Financing Activities | | | | | | | | | |
| Proceeds from long-term debt | $ | 3,500 | | $ | - | | $ | - | |
| Repayment of long-term debt | | (3,800 | ) | | - | | | - | |
| Proceeds from issuance of preferred stock | | 39,435 | | | - | | | 20,699 | |
| Repurchase of preferred stock | | (21,128 | ) | | - | | | - | |
| Dividends paid | | (5,433 | ) | | (4,686 | ) | | (3,799 | ) |
| Net Cash Provided by (Used In) Financing Activities | $ | 12,574 | | $ | (4,686 | ) | $ | 16,900 | |
| | | | | | | | | | |
| Net (Decrease) Increase In Cash and Cash Equivalents | $ | (5,905 | ) | $ | 1,976 | | $ | 5,454 | |
| Cash and Cash Equivalents at the Beginning of the Period | | 7,523 | | | 5,547 | | | 93 | |
| Cash and Cash Equivalents at the End of the Period | $ | 1,618 | | $ | 7,523 | | $ | 5,547 | |
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on accounting and financial disclosures for the year ended December 31, 2011.
Item 9a(T) - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As defined by the Securities and Exchange Commission in Exchange Act Rules 13a-14(c) and 15d-14(c), a company’s “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Commission’s rules and forms. The Company maintains such controls designed to ensure this material information is communicated to Management, including the Chief Executive officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decision regarding required disclosure.
Management, with the participation of the CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on that evaluation, the CEO and CFO have concluded that the disclosure controls and procedures as of the end of the period covered by this annual report are effective. There were no changes in the Company’s internal control over financial reporting during the last fiscal quarter in the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.
Management’s Annual Report on Internal Control over Financial Reporting
The Management of First Guaranty Bancshares, Inc. has prepared the consolidated financial statements and other information in our Annual Report in accordance with accounting principles generally accepted in the United States of America and is responsible for its accuracy. The financial statements necessarily include amounts that are based on Management’s best estimates and judgments. In meeting its responsibility, Management relies on internal accounting and related control systems. The internal control systems are designed to ensure that transactions are properly authorized and recorded in our financial records and to safeguard our assets from material loss or misuse. Such assurance cannot be absolute because of inherent limitations in any internal control system.
Management is responsible for establishing and maintaining the adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13 – 15(f). Under the supervision and with the participation of Management, including our principal executive officers and principal financial officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This section relates to Management’s evaluation of internal control over financial reporting including controls over the preparation of the schedules equivalent to the basic financial statements and compliance with laws and regulations. Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls.
Based on our evaluation under the framework in Internal Control – Integrated Framework, Management concluded that internal control over financial reporting was effective as of December 31, 2011.
None
Item 10 – Directors, Executive Officers and Corporate Governance
Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from the Company’s 2011 Definitive Proxy Statement.
Item 11 - Executive Compensation
Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from the Company’s 2011 Definitive Proxy Statement.
Item 12 - Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from the Company’s 2011 Definitive Proxy Statement.
Item 13 - Certain Relationships and Related Transactions and Director Independence
Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from the Company’s 2011 Definitive Proxy Statement.
Item 14 - Principal Accountant Fees and Services
Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from the Company’s 2011 Definitive Proxy Statement.
Item 15 - Exhibits and Financial Statement Schedules
| (a) | 1 | Consolidated Financial Statements | |
| | | | |
| | | Item | Page |
| | | First Guaranty Bancshares, Inc. and Subsidiary | |
| | | Report of Independent Registered Accounting Firm | 51 |
| | | Consolidated Balance Sheets - December 31, 2011 and 2010 | 52 |
| | | Consolidated Statements of Income – Years Ended December 31, 2011, 2010 and 2009 | 53 |
| | | Consolidated Statements of Changes in Stockholders’ Equity - December 31, 2011, 2010 and 2009 | 54 |
| | | Consolidated Statements of Cash Flows - Years Ended December 31, 2011, 2010 and 2009 | 55 |
| | | Notes to Consolidated Financial Statements | 56 |
| | | | |
| | 2 | Consolidated Financial Statement Schedules | |
| | | All schedules to the consolidated financial statements of First Guaranty Bancshares, Inc. and its subsidiary have been omitted because they are not required under the related instructions or are inapplicable, or because the required information has been provided in the consolidated financial statements or the notes thereto. | |
| | | | |
| | 3 | Exhibits | |
| | | The exhibits required by Regulation S-K are set forth in the following list and are filed either by incorporation by reference from previous filings with the Securities and Exchange Commission or by attachment to this Annual Report on Form 10-K as indicated below. | |
| | | | |
| Exhibit Number | | Exhibit | |
| 3.1 | | Restatement of Articles of Incorporation of First Guaranty Bancshares, Inc. dated July 27, 2007 (filed as Exhibit 3.1 on Form 8-K12G3 dated August 2, 2007 and incorporated herein by reference). | |
| 3.2 | | Bylaws of First Guaranty Bancshares, Inc. dated January 4, 2007 (filed as Exhibit 3.2 on Form 8-K12G3 dated August 2, 2007 and incorporated herein by reference). | |
| 3.3 | | Amendment to Bylaws of First Guaranty Bancshares, Inc., dated May 17, 2007 (filed as exhibit 3.3 on Form 8-K12G3 dated August 2, 2007 and incorporated herein by reference). | |
| 11 | | Statement Regarding Computation of Earnings Per Share | |
| 12 | | Statement Regarding Computation of Ratios | |
| 14.1 | | First Guaranty Bancshares, Inc. and Subsidiary Code of Conduct and Ethics for Employees, Officers and Directors adopted March 15, 2012 (filed at Exhibit 14.3 on the Company’s Form 10-K dated March 29, 2012 and incorporated herein by reference) | |
| 14.2 | | First Guaranty Bancshares, Inc. Code of Ethics for Senior Financial Officers adopted March 15, 2012 (filed at Exhibit 14.4 on the Company’s Form 10-K dated March 29, 2012 and incorporated herein by reference). | |
| 14.3 | | First Guaranty Bancshares, Inc. and Subsidiary Code of Conduct and Ethics for Employees, Officers and Directors adopted March 15, 2012. | |
| 14.4 | | First Guaranty Bancshares, Inc. Code of Ethics for Senior Financial Officers adopted March 15, 2012. | |
| 21 | | Subsidiaries of the First Guaranty Bancshares, Inc. (filed as Exhibit 21 on the Company’s Form 8-K dated November 8, 2007 and incorporated herein by reference). | |
| 24 | | Power of attorney | |
| 31.1 | | Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | | Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.1 | | Chief Executive Officer TARP Certification | |
| 99.2 | | Chief Financial Officer TARP Certification | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST GUARANTY BANCSHARES, INC.
Dated: March 29, 2012
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
/s/ Alton B. Lewis Alton B. Lewis | Chief Executive Officer and Director | March 29, 2012 |
| | | |
| | | |
/s/ Eric J. Dosch Eric J. Dosch | Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) | March 29, 2012 |
| | | |
| | | |
*___________________________ Marshall T. Reynolds | Chairman of the Board | March 29, 2012 |
| | | |
| | | |
*___________________________ William K. Hood | Director | March 29, 2012 |
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*___________________________ Glenda B. Glover | Director | March 29, 2012 |
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*By: /s/ Alton B. Lewis
Alton B. Lewis
Under Power of Attorney
95
