UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
Commission file number 0-24159
GRAYSON BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation or organization) | 54-1647596 (I.R.S. Employer Identification No.) |
113 West Main Street Independence, Virginia (Address of principal executive offices) | 24348 (Zip Code) |
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Registrant’s telephone number, including area code (276) 773-2811 |
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| Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Name of each exchange on which registered |
| None | n/a |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.25 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No R
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer £ Accelerated filer £
Non-accelerated filer £ (Do not check if smaller reporting company) Smaller reporting company R
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No R
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $14,845,644
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 1,718,968 shares of Common Stock as of March 30, 2012
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2012 Annual Meeting of Shareholders – Part III
Portions of the Company’s 2011 Annual Report – Part II
TABLE OF CONTENTS
| PART I |
| | | | Page |
| ITEM 1. | BUSINESS | 3 |
| ITEM 1A. | RISK FACTORS | 10 |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 15 |
| ITEM 2. | PROPERTIES | 15 |
| ITEM 3. | LEGAL PROCEEDINGS | 16 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 16 |
| PART II |
| | | | |
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED | |
| | STOCKHOLDER MATTERS AND ISSUER PURCHASES OF | |
| | | EQUITY SECURITIES | 16 |
| ITEM 6. | SELECTED FINANCIAL DATA | 16 |
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL | |
| | | CONDITION AND RESULTS OF OPERATION | 18 |
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT | |
| | | MARKET RISK | 19 |
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 19 |
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS | |
| | | ON ACCOUNTING AND FINANCIAL DISCLOSURE | 19 |
| ITEM 9A. | CONTROLS AND PROCEDURES | 19 |
| ITEM 9B. | OTHER INFORMATION | 21 |
| PART III |
| | | | |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE | |
| | | GOVERNANCE | 21 |
| ITEM 11. | EXECUTIVE COMPENSATION | 21 |
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL | |
| | | OWNERS AND MANAGEMENT AND RELATED | |
| | | STOCKHOLDER MATTERS | 21 |
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, | |
| | | AND DIRECTOR INDEPENDENCE | 21 |
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 21 |
| PART IV |
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| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 21 |
PART I
Item 1. Business
General
Grayson Bankshares, Inc. (the Company) was incorporated as a Virginia corporation on February 3, 1992 to acquire 100% of the stock of The Grayson National Bank (the Bank). The Bank was acquired by the Company on July 1, 1992. The Grayson National Bank was founded in 1900 and currently serves Grayson County and surrounding areas through ten banking offices located in the towns of Independence, Hillsville and Wytheville, the localities of Elk Creek, Troutdale and Whitetop, the City of Galax, and Carroll County, Virginia, and the town of Sparta, North Carolina.
The Bank operates for the primary purpose of meeting the banking needs of individuals and small to medium sized businesses in the Bank’s service area, while developing personal, hometown associations with these customers. The Bank offers a wide range of banking services including checking and savings accounts; commercial, installment, mortgage and personal loans; credit and debit cards; internet banking and online bill paying; safe deposit boxes; and other associated services. The Bank’s primary sources of revenue are interest income from its lending activities, and, to a lesser extent, from its investment portfolio. The Bank also earns fees from lending and deposit activities. The major expenses of the Bank are interest on deposit accounts and general and administrative expenses, such as salaries, occupancy and related expenses.
Lending Activities
The Bank’s lending services include real estate, commercial, agricultural and consumer loans. The loan portfolio constituted 70.16% of the interest earning assets of the Bank at December 31, 2011 and has historically produced the highest interest rate spread above the cost of funds. The Bank’s loan personnel have the authority to extend credit under guidelines established and approved by the Board of Directors. Any aggregate credit which exceeds the authority of the loan officer is forwarded to the Officers’ Loan Committee for approval. The Officers’ Loan Committee is composed of the Bank President and all loan officers. All aggregate credits that exceed the lending authority of the Officer’s Loan Committee are presented to the Directors’ Loan Committee for consideration. The Directors’ Loan Committee has the authority to approve loans up to $1.0 million of total indebtedness to a single customer. All loans in excess of that amount must be presented to the full Board of Directors for ultimate approval or denial. The Officers’ and Directors’ Loan Committees not only act as approval bodies to ensure consistent application of the Bank’s loan policy but also provide valuable insight through communication and pooling of knowledge, judgment and experience of their respective members.
The Bank has in the past and intends to continue to make most types of real estate loans, including, but not limited to, single and multi-family housing, farm loans, residential and commercial construction loans and loans for commercial real estate. At the end of 2011, the Bank had 49.60% of the loan portfolio in single and multi-family housing, 15.60% in non-farm, non-residential real estate loans, 15.52% in farm related real estate loans and 8.18% in real estate construction and development loans.
The Bank’s loan portfolio includes commercial and agricultural production loans totaling 6.25% of the portfolio at year-end 2011. Consumer loans make up approximately 4.11% of the total loan portfolio. Consumer loans include loans for household expenditures, car loans and other loans to individuals. While this category has historically experienced a greater percentage of charge-offs than the other classifications, the Bank is committed to continue to make this type of loan to fill the needs of the Bank’s customer base.
All loans in the Bank’s portfolio are subject to risk from the state of the economy in the Bank’s area and also that of the nation. The Bank has used and continues to use conservative loan-to-value ratios and thorough credit evaluation to lessen the risk on all types of loans. The use of conservative appraisals has also reduced exposure on real estate loans. Thorough credit checks and evaluation of past internal credit history has helped to reduce the amount of risk related to consumer loans. Government guarantees of loans are used when appropriate, but apply to a minimal percentage of the portfolio. Commercial loans are evaluated by collateral value and ability to service debt. Businesses seeking loans must have a good product line and sales, responsible management, and demonstrated cash flows sufficient to service the debt.
Investments
The Bank invests a portion of its assets in U.S. Treasury, U.S. Government agency and U.S. Government sponsored enterprise securities, state, county and municipal obligations, and equity securities. The Bank’s investments are managed in relation to loan demand and deposit growth, and are generally used to provide for the investment of excess funds at reduced yields and risks relative to increases in loan demand or to offset fluctuations in deposits. For additional information relating to investments, see “Investment Securities” in Part II, Item 7.
Deposit Activities
Deposits are the major source of funds for lending and other investment activities. The Bank considers the majority of its regular savings, demand, NOW and money market deposits and small denomination certificates of deposit to be core deposits. These accounts comprised approximately 82.50% of the Bank’s total deposits at December 31, 2011. Certificates of deposit in denominations of $100,000 or more represented the remaining 17.50% of deposits at year-end.
Market Area
The Company’s market area consists primarily of the Counties of Grayson, Carroll and Wythe, and the independent city of Galax, in Virginia, as well as Alleghany County in North Carolina. The market area is rural and employment was once dominated by furniture and textile manufacturing. As those industries have declined employment has shifted to healthcare, retail and service, light manufacturing, tourism and agriculture. As of December 31, 2011 the unemployment rates in Grayson, Carroll and Wythe Counties and the City of Galax were 9.5%, 8.9%, 7.5% and 9.5% respectively, as compared to the 6.3% average for the state of Virginia. The 11.7% unemployment rate in Alleghany County, North Carolina was higher than the state average rate of 10.5%. Estimated annual median family income in the market area is approximately $45,400.
Competition
The Company encounters strong competition both in making loans and attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws that permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of its business, the Company competes with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Many of these competitors have substantially greater resources and lending limits and may offer certain services that we do not currently provide. In addition, many of the Company’s competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for competition among financial institutions of all types has increased significantly.
To compete, the Company relies upon specialized services, responsive handling of customer needs, and personal contacts by its officers, directors, and staff. Large multi-branch banking competitors tend to compete primarily by rate and the number and location of branches, while smaller, independent financial institutions tend to compete primarily by rate and personal service.
Currently, in Grayson County the Company competes with only two other commercial banks, which operate a total of two branch banking facilities. As of June 30, 2011, the Company held 77.39% of the deposits in Grayson County. In the City of Galax, the Company competes with six other commercial banks and had a market share of 15.05%. In Carroll County, Virginia the Company competes with four other commercial banks and had a market share of 18.86% while in Alleghany County, North Carolina the Company had a market share of 14.73% among five other commercial banks. The Company opened a branch in Wythe County, Virginia in July of 2009 and as of June 30, 2011 held a market share of 0.75%. In our combined market area we compete with a total of sixteen commercial banks. As of June 30, 2011 we held the highest market share in our combined market area with a total of 18.89% of total deposits. Branch Banking & Trust Company (BB&T) held the second highest market share with 18.79% of total deposits. During 2011 the Company did not seek to grow deposits due to continued weakness in loan demand and overall economic conditions. Total deposits in our combined market area totaled $1.60 billion as of June 30, 2011.
Employees
At December 31, 2011, the Company had 126 total employees representing 121 full time equivalents, none of which are represented by a union or covered by a collective bargaining agreement. Management considers employee relations to be good.
Government Supervision and Regulation
The following discussion is a summary of the principal laws and regulations that comprise the regulatory framework applicable to the Company and the Bank. Other laws and regulations that govern various aspects of the operations of banks and bank holding companies are not described herein, although violations of such laws and regulations could result in supervisory enforcement action against the Company or the Bank. The following descriptions, as well as descriptions of laws and regulations contained elsewhere in this filing, summarize the material terms of the principal laws and regulations and are qualified in their entirety by reference to applicable laws and regulations.
As a bank holding company, the Company is subject to regulation under the Bank Holding Company Act of 1956, as amended, (the “BHCA”) and the examination and reporting requirements of the Federal Reserve. Under the BHCA, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any additional bank or merge or consolidate with another bank holding company without the prior approval of the Federal Reserve. The BHCA also generally limits the activities of a bank holding company to that of banking, managing or controlling banks, or any other activity which is determined to be so closely related to banking or to managing or controlling banks that an exception is allowed for those activities.
As a national bank, the Bank is subject to regulation, supervision and examination by the Office of the Comptroller of the Currency (“OCC”). The Bank is also subject to regulation, supervision and examination by the FDIC. Federal law also governs the activities in which the Bank may engage, the investments it may make and limits the aggregate amount of loans that may be granted to one borrower to 15% of the bank’s capital and surplus. Various consumer and compliance laws and regulations also affect the Bank’s operations.
The earnings of the Bank, and therefore the earnings of the Company, are affected by general economic conditions, management policies and the legislative and governmental actions of various regulatory authorities, including those referred to above.
The OCC conducts regular examinations of the Bank, reviewing such matters as the adequacy of loan loss reserves, quality of loans and investments, management practices, compliance with laws, and other aspects of its operations. In addition to these regular examinations, the Bank must furnish the OCC with periodic reports containing a full and accurate statement of its affairs. Supervision, regulation and examination of banks by these agencies are intended primarily for the protection of depositors rather than shareholders.
Formal Agreement and Individual Minimum Capital Ratios. On August 9, 2011, the Bank entered into a Formal Agreement with the OCC. Under the terms of the Formal Agreement, the Board of Directors will perform a review of the Bank’s management and thereafter on an ongoing basis ensure that the Bank has competent management to operate the Bank. In addition, the Bank has agreed to develop, implement and ensure compliance with written plans to (a) maintain sufficient capital, (b) improve and sustain earnings, (c) improve the Bank’s position with respect to loans, relationships or other assets criticized in any report of examination of the Bank, and (d) strengthen the loan review system to ensure timely identification and categorization of problem credits. In addition, as part of the Bank’s plan to maintain sufficient capital, the Bank must adopt a dividend policy that permits the declaration of a dividend only when the Bank is in compliance with its approved capital program and certain federal statutes and with the prior written determination of no supervisory objection by the OCC. The Bank has also agreed that it will not extend, renew or capitalize accrued interest on any credit to any borrower whose loans or other extensions of credit have been criticized in any report of examination of the Bank and whose aggregate loans or other extensions exceed $250,000 absent prior approval by the Board of Directors consistent with the requirements of the Formal Agreement.
The Bank has already appointed a committee to monitor compliance with the Formal Agreement. Management and the Board of Directors are in the process of addressing the requirements of the Formal Agreement and have already taken important steps towards complying with its terms.
In addition to the Formal Agreement, the OCC established minimum capital ratios that require the Bank to maintain a minimum Tier 1 leverage ratio of 8.25%, a Tier 1 risk-based capital ratio of 12.00% and a total risk-based capital ratio of 13.00%.
Insurance of Accounts, Assessments and Regulation by the FDIC. The deposits of the Bank are insured by the FDIC up to the limits set forth under applicable law. The deposits of the Bank are also subject to the deposit insurance assessments of the Deposit Insurance Fund (“DIF”) of the FDIC.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), FDIC insurance coverage limits on deposits were permanently increased to $250,000. The Dodd-Frank Act also provides for unlimited FDIC insurance coverage for noninterest-bearing demand deposit accounts for a two year period beginning on December 31, 2010 and ending on December 31, 2012.
The FDIC has adopted a risk-based assessment system to determine assessment rates to be paid by member institutions, such as the Bank. The amount of the assessment is a function of the institution’s risk category, of which there are four, and its assessment base. Under this system, risk is defined and measured using an institution’s supervisory ratings, combined with certain other risk measures, including certain financial ratios. In February 2011, the FDIC revised the risk-based assessment system to set new assessment rates that were effective on April 1, 2011. The initial base assessment rates range from five to 35 basis points, subject to potential adjustments based on the amount of the institution’s long-term unsecured debt and brokered deposits. After the effect of potential base-rate adjustments, the total base assessment rate could range from 2.5 to 45 basis points. As the DIF reserve ratio grows, the rate schedule will be adjusted downward. Also effective April 1, 2011, the assessment base is an institution’s average consolidated total assets less its average tangible equity.
The FDIC is authorized to prohibit any DIF-insured institution from engaging in any activity that the FDIC determines by regulation or order to pose a serious threat to the respective insurance fund. Also, the FDIC may initiate enforcement actions against banks, after first giving the institution’s primary regulatory authority an opportunity to take such action. The FDIC may terminate the deposit insurance of any depository institution if it determines, after a hearing, that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed in writing by the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If deposit insurance is terminated, the deposits at the institution at the time of termination, less subsequent withdrawals, shall continue to be insured for a period from six months to two years, as determined by the FDIC. Management is aware of no existing circumstances that could result in termination of the Bank’s deposit insurance.
Capital. The OCC and the Federal Reserve have issued risk-based and leverage capital guidelines applicable to banking organizations they supervise. Under the risk-based capital requirements, the Company and the Bank are each generally required to maintain a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities, such as standby letters of credit) of 8%. At least half of the total capital is to be composed of common equity, retained earnings and qualifying perpetual preferred stock, less certain intangibles (“Tier 1 capital”). The remainder may consist of certain subordinated debt, certain hybrid capital instruments and other qualifying preferred stock and a limited amount of the loan loss allowance (“Tier 2 capital” and, together with Tier 1 capital, “total capital”).
In addition, each of the Federal banking regulatory agencies has established minimum leverage capital ratio requirements for banking organizations. These requirements provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets equal to 3% for bank holding companies that are rated a composite “1” and 4% for all other bank holding companies. Bank holding companies are expected to maintain higher than minimum capital ratios if they have supervisory, financial, operational or managerial weaknesses, or if they are anticipating or experiencing significant growth.
The risk-based capital standards of the OCC and the Federal Reserve explicitly identify concentrations of credit risk and the risk arising from non-traditional activities, as well as an institution’s ability to manage these risks, as important factors to be taken into account by the agency in assessing an institution’s overall capital adequacy. The capital guidelines also provide that an institution’s exposure to a decline in the economic value of its capital due to changes in interest rates be considered by the agency as a factor in evaluating a bank’s capital adequacy. The OCC and the Federal Reserve also have recently issued additional capital guidelines for bank holding companies that engage in certain trading activities.
For additional information on capital requirements specific to the Bank, see “Formal Agreement and Individual Minimum Capital Ratios” above.
Other Safety and Soundness Regulations. There are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by Federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event the depository institution becomes in danger of default or is in default. For example, under the Dodd-Frank Act and the policy of the Federal Reserve with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so otherwise. In addition, the “cross-guarantee” provisions of Federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the DIF as a result of the default of a commonly controlled insured depository institution or for any assistance provided by the FDIC to a commonly controlled insured depository institution in danger of default. The FDIC may decline to enforce the cross-guarantee provision if it determines that a waiver is in the best interests of the DIF. The FDIC’s claim for reimbursement is superior to claims of shareholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institution.
The Federal banking agencies also have broad powers under current Federal law to take prompt corrective action to resolve problems of insured depository institutions. The Federal Deposit Insurance Act requires that the federal banking agencies establish five capital levels for insured depository institutions - “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” It also requires or permits such agencies to take certain supervisory actions should an insured institution’s capital level fall. For example, an “adequately capitalized” institution is restricted from accepting brokered deposits. An “undercapitalized” or “significantly undercapitalized” institution must develop a capital restoration plan and is subject to a number of mandatory and discretionary supervisory actions. These powers and authorities are in addition to the traditional powers of the Federal banking agencies to deal with undercapitalized institutions.
Federal regulatory authorities also have broad enforcement powers over the Company and the Bank, including the power to impose fines and other civil and criminal penalties, and to appoint a receiver in order to conserve the assets of any such institution for the benefit of depositors and other creditors.
Payment of Dividends. The Company is a legal entity separate and distinct from the Bank. Virtually all of the revenues of the Company result from dividends paid to the Company by the Bank. Under OCC regulations a national bank may not declare a dividend in excess of its undivided profits. Additionally, a national bank may not declare a dividend if the total amount of all dividends, including the proposed dividend, declared by the national bank in any calendar year exceeds the total of the national bank’s retained net income of that year to date, combined with its retained net income of the two preceding years, unless the dividend is approved by the OCC. A national bank may not declare or pay any dividend if, after making the dividend, the national bank would be “undercapitalized,” as defined in regulations of the OCC. In addition to regulatory restrictions on dividends payable by the Bank, the Company is subject to state laws that limit the amount of dividends it can pay. In addition, the Company is subject to various general regulatory policies relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve has indicated that banking organizations should generally pay dividends only if (1) the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends and (2) the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition. In addition, the Federal Reserve has indicated that a bank holding company should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period (e.g., quarter) for which the dividend is being paid or that could result in a material adverse change to the organizations capital structure. For additional information regarding the payment of dividends, see “Formal Agreement and Individual Minimum Capital Ratios” above.
Community Reinvestment. The requirements of the Community Reinvestment Act (“CRA”) are applicable to the Bank. The CRA imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of their local communities, including low and moderate income neighborhoods, consistent with the safe and sound operation of those institutions. A financial institution’s efforts in meeting community credit needs currently are evaluated as part of the examination process pursuant to twelve assessment factors. These factors also are considered in evaluating mergers, acquisitions and applications to open a branch or facility.
Interstate Banking and Branching. Current Federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Effective June 1, 1997, a bank headquartered in one state is able to merge with a bank headquartered in another state, as long as neither of the states has opted out of such interstate merger authority prior to such date. States are authorized to enact laws permitting such interstate bank merger transactions prior to June 1, 1997, as well as authorizing a bank to establish “de novo” interstate branches. Virginia enacted early “opt in” laws, permitting interstate bank merger transactions. Once a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable Federal or state law.
Dodd-Frank Act. In July 2010, the Dodd-Frank Act was signed into law, incorporating numerous financial institution regulatory reforms. Many of these reforms will be implemented through regulations to be adopted by various federal banking and securities regulatory agencies. The Dodd-Frank Act implements far-reaching reforms of major elements of the financial landscape, particularly for larger financial institutions. Many of its provisions do not directly impact community-based institutions like the Bank. For instance, provisions that regulate derivative transactions and limit derivatives trading activity of federally-insured institutions, enhance supervision of “systemically significant” institutions, impose new regulatory authority over hedge funds, limit proprietary trading by banks, and phase-out the eligibility of trust preferred securities for Tier 1 capital are among the provisions that do not directly impact the Bank either because of exemptions for institutions below a certain asset size or because of the nature of the Bank’s operations. Provisions that could impact the Bank include the following:
| · | FDIC Assessments. The Dodd-Frank Act changes the assessment base for federal deposit insurance from the amount of insured deposits to average consolidated total assets less its average tangible equity. In addition, it increases the minimum size of the Deposit Insurance Fund (“DIF”) and eliminates its ceiling, with the burden of the increase in the minimum size on institutions with more than $10 billion in assets. |
| · | Deposit Insurance. The Dodd-Frank Act makes permanent the $250,000 limit for federal deposit insurance and provides unlimited federal deposit insurance until December 31, 2012 for non-interest-bearing demand transaction accounts at all insured depository institutions. |
| · | Interest on Demand Deposits. The Dodd- Frank Act also provides that, effective in July 2011 depository institutions may pay interest on demand deposits, including business transaction and other accounts. |
| · | Interchange Fees. The Dodd-Frank Act requires, and the Federal Reserve has implemented, a cap on debit card interchange fees charged to retailers. While banks with less than $10 billion in assets, such as the Bank, are exempted from this measure, it is likely that all banks could be forced by market pressures to lower their interchange fees or face potential rejection of their cards by retailers. |
| · | Consumer Financial Protection Bureau. The Dodd-Frank Act centralizes responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau, responsible for implementing federal consumer protection laws, although banks below $10 billion in assets will continue to be examined and supervised for compliance with these laws by their federal bank regulator. |
| · | Mortgage Lending. New requirements are imposed on mortgage lending, including new minimum underwriting standards, prohibitions on certain yield-spread compensation to mortgage originators, special consumer protections for mortgage loans that do not meet certain provision qualifications, prohibitions and limitations on certain mortgage terms and various new mandated disclosures to mortgage borrowers. |
| · | Holding Company Capital Levels. Bank regulators are required to establish minimum capital levels for holding companies that are at least as stringent as those currently applicable to banks. |
| · | De Novo Interstate Branching. National and state banks are permitted to establish de novo interstate branches outside of their home state, and bank holding companies and banks must be well-capitalized and well managed in order to acquire banks located outside their home state. |
| · | Corporate Governance. The Dodd-Frank Act includes corporate governance revisions that apply to all public companies, not just financial institutions, including with regard to executive compensation and proxy access to shareholders. |
Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, and their impact on the Company or the financial industry is difficult to predict before such regulations are adopted.
Economic and Monetary Polices. The operations of the Company are affected not only by general economic conditions, but also by the economic and monetary policies of various regulatory authorities. In particular, the Federal Reserve regulates money, credit and interest rates in order to influence general economic conditions. These policies have a significant influence on overall growth and distribution of loans, investments and deposits and affect interest rates charged on loans or paid for time and savings deposits. Federal Reserve monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.
Item 1A. Risk Factors
We have entered into a Formal Agreement with the OCC, which will require us to dedicate a significant amount of resources to comply with the agreement.
On August 9, 2011, the Bank entered into a Formal Agreement with the OCC. Under the terms of the Formal Agreement, the Board of Directors will perform a review of the Bank’s management and thereafter on an ongoing basis ensure that the Bank has competent management to operate the Bank. Among other things, the Bank also has agreed to develop, implement and ensure compliance with written plans to (a) maintain sufficient capital, (b) improve and sustain earnings, (c) improve the Bank’s position with respect to loans, relationships or other assets criticized in any report of examination of the Bank, and (d) strengthen the loan review system to ensure timely identification and categorization of problem credits. In addition, the Bank must adopt a dividend policy that permits the declaration of a dividend only when the Bank is in compliance with its approved capital program and certain federal statutes and with the prior written consent of the OCC. While subject to the Formal Agreement, we expect that our management and board of directors will be required to focus considerable time and attention on taking corrective actions to comply with its terms.
We have appointed a committee to monitor compliance with the Formal Agreement. We are in the process of addressing the requirements of the Formal Agreement and have already taken important steps towards complying with its terms.
There is no guarantee that we will successfully address the OCC’s concerns in the Formal Agreement or that we will be able to comply with the Formal Agreement. If we do not comply with the Formal Agreement, we could be subject to civil monetary penalties, further regulatory sanctions and/or other regulatory enforcement actions.
An inability to maintain our regulatory capital position could adversely affect our operations.
At December 31, 2011, we were classified as well capitalized for regulatory capital purposes. In accordance with the individual minimum capital ratios established by the OCC, the Bank must maintain a minimum Tier 1 leverage ratio of 8.25%, a Tier 1 risk-based capital ratio of 12.00% and a total risk-based capital ratio of 13.00%. While the Bank exceeded these ratios as of December 31, 2011, if it does not maintain these ratios in the future, the OCC may take further action that could result in the Bank no longer being considered well capitalized. If the Bank were to become adequately capitalized for regulatory capital purposes, it would not be able to renew or accept brokered deposits without prior regulatory approval and would not be able to offer interest rates on deposit accounts that are significantly higher than the average rates in its market area. As a result, it may be more difficult for us to attract new deposits as our existing brokered deposits mature and do not rollover and to retain or increase non-brokered deposits. If we are not able to attract new deposits, our ability to fund our loan portfolio may be adversely affected. In addition, we would pay higher insurance premiums to the FDIC, which would reduce our earnings.
Difficult market conditions have adversely affected our industry.
Dramatic declines in the real estate and housing markets over the past two years, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of real estate related loans and resulted in significant write-downs of asset values by financial institutions. These write-downs, initially of asset-backed securities but spreading to other securities and loans, have caused many financial institutions to seek additional capital, to reduce or eliminate dividends, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets has adversely affected our business and results of operations. Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provision for credit losses. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry.
Current levels of market volatility are unprecedented.
The capital and credit markets have been experiencing volatility and disruption in unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.
We may be adversely affected by economic conditions in our market area.
We are located in southwestern Virginia, and our local economy is heavily influenced by the furniture and textile industries, both of which have been in decline in recent years. Further changes in the economy may influence the growth rate of our loans and deposits, the quality of the loan portfolio and loan and deposit pricing. Higher unemployment rates may lead to future increases in past-due and nonperforming loans thus having a negative impact on the earnings of the Bank. An additional, significant decline in general economic conditions caused by inflation, recession, unemployment or other factors beyond our control, would impact these local economic conditions and the demand for banking products and services generally, which could negatively affect our financial condition and performance.
Our concentration in loans secured by real estate may increase our credit losses, which would negatively affect our financial results.
We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market area. A major change in the real estate market, such as a deterioration in the value of this collateral, or in the local or national economy, could adversely affect our customers’ ability to pay these loans, which in turn could impact us. Risk of loan defaults and foreclosures are unavoidable in the banking industry, and we try to limit our exposure to this risk by monitoring our extensions of credit carefully. We cannot fully eliminate credit risk, and as a result credit losses may occur in the future.
If our allowance for loan losses becomes inadequate, our results of operations may be adversely affected.
We maintain an allowance for loan losses that we believe is a reasonable estimate of known and inherent losses in our loan portfolio. Through a periodic review and consideration of the loan portfolio, management determines the amount of the allowance for loan losses by considering general market conditions, credit quality of the loan portfolio, the collateral supporting the loans and performance of our customers relative to their financial obligations with us. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and these losses may exceed our current estimates. Although we believe the allowance for loan losses is a reasonable estimate of known and inherent losses in our loan portfolio, we cannot fully predict such losses or that our loan loss allowance will be adequate in the future. Excessive loan losses could have a material impact on our financial performance.
Federal and state regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Any increase in the amount of our provision or loans charged-off as required by these regulatory agencies could have a negative effect on our operating results.
The soundness of other financial institutions could adversely affect us.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.
Emergency measures designed to stabilize the U.S. financial system are beginning to wind down.
Since 2008, various legislative and regulatory actions have been implemented to respond to the financial crisis affecting the banking system and financial markets and, more broadly, to the economic recession in general. Many of these programs are beginning to expire or may be allowed to expire in the near future. The expiration of these programs may have a direct adverse effect on us or an adverse impact
on the financial sector as a whole. On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008 (the “EESA”). Pursuant to the EESA, the U.S. Treasury was given authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. On October 14, 2008, the U.S. Department of Treasury announced a program under the EESA pursuant to which it would make senior preferred stock investments in participating financial institutions (the “TARP Capital Purchase Program”). The TARP Capital Purchase Plan expired on October 3, 2010. The Transaction Account Guarantee portion of the program, which guarantees non-interest bearing bank transaction accounts on an unlimited basis, expired on December 31, 2010; however, a provision in The Dodd-Frank Wall Street Reform and Consumer Protection Act provides similar guarantees on non-interest bearing transaction accounts through December 31, 2012. The Federal Reserve has also announced its intentions to begin selling off its portfolio of mortgage-backed securities, which it previously purchased in order to stabilize the residential mortgage market.
We cannot predict the effect that the wind-down of these various governmental programs will have on the current financial market conditions, or on our business, financial condition, results of operations, access to credit and the trading price of our common stock.
Passage of The Dodd-Frank Wall Street Reform and Consumer Protection Act, and other reform measures could increase our cost of doing business or harm our competitive position.
In 2009, with many of the emergency government programs winding down, global regulatory and legislative focus moved to a second phase of broader reform and a restructuring of financial institution regulation. As a result, in 2010, Congress enacted The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). This landmark legislation contains many provisions that will have an impact on our business, including, but not limited to:
| ● | Deposit Insurance – The legislation directs the FDIC to base deposit-insurance assessments on assets minus tangible capital instead of domestic deposits. The bill also permanently increases FDIC deposit-insurance coverage to $250,000. |
● | Consumer Protection – The bill creates a new Consumer Financial Protection Bureau (CFPB) to write consumer-protection rules for banks and nonbank financial firms to ensure that consumers are protected from unfair, deceptive, or abusive practices. While banks with less than $10 billion in assets will be exempt from direct examination by the CFPB, they will still have to comply with many of the regulations established by the CFPB. |
● | Debit Interchange – Pursuant to the bill, the Federal Reserve has established what it determined are reasonable fees on debit transactions by factoring in their transaction costs compared to those for checks. Debit interchange price-fixing could limit our ability to generate fee income on debit card transactions. |
Certain reform proposals that remain under consideration could result in our becoming subject to stricter capital requirements and leverage limits, and could also affect the scope, coverage, or calculation of capital, all of which could require us to reduce business levels or to raise capital, including in ways that may adversely impact our shareholders or creditors. In addition, we anticipate the enactment of certain reform proposals under consideration that would introduce stricter substantive standards, oversight and enforcement of rules governing consumer financial products and services, with particular emphasis on retail extensions of credit and other consumer-directed financial products or services. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on our business, financial condition, or results of operations.
We may incur losses if we are unable to successfully manage interest rate risk.
Our profitability will depend in substantial part upon the spread between the interest rates earned on investments and loans and interest rates paid on deposits and other interest-bearing liabilities. Changes in interest rates will affect our operating performance and financial condition in diverse ways including the pricing of securities, loans and deposits and the volume of loan originations in our mortgage-origination office. We attempt to minimize our exposure to interest rate risk, but we will be unable to eliminate it. Our net interest spread will depend on many factors that are partly or entirely outside our control, including competition, federal economic, monetary and fiscal policies, and economic conditions generally.
Our future success is dependent on our ability to compete effectively in the highly competitive banking industry.
We face vigorous competition from other banks and other financial institutions, including savings and loan associations, savings banks, finance companies and credit unions for deposits, loans and other financial services in our market area. A number of these banks and other financial institutions are significantly larger than we are and have substantially greater access to capital and other resources, as well as larger lending limits and branch systems, and offer a wider array of banking services. To a limited extent, we also compete with other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies, insurance companies and governmental organizations which may offer more favorable financing than we can. Many of our non-bank competitors are not subject to the same extensive regulations that govern us. As a result, these non-bank competitors have advantages over us in providing certain services. This competition may reduce or limit our margins and our market share and may adversely affect our results of operations and financial condition.
Our profitability and the value of your investment may suffer because of rapid and unpredictable changes in the highly regulated environment in which we operate.
We are subject to extensive supervision by several governmental regulatory agencies at the federal and state levels. Recently enacted, proposed and future banking legislation and regulations have had, and will continue to have, or may have a significant impact on the financial services industry. These regulations, which are intended to protect depositors and not our shareholders, and the interpretation and application of them by federal and state regulators, are beyond our control, may change rapidly and unpredictably and can be expected to influence our earnings and growth. Our success depends on our continued ability to maintain compliance with these regulations. Some of these regulations may increase our costs and thus place other financial institutions that are not subject to similar regulation in stronger, more favorable competitive positions.
The costs of being a public company are proportionately higher for small companies like us due to the requirement of the Sarbanes-Oxley Act.
The Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated by the Securities and Exchange Commission have increased the scope, complexity, and cost of corporate governance, reporting, and disclosure practices. These regulations are applicable to our company. While a provision of Dodd-Frank exempts companies with less than $75 million in market capitalization from the auditor attestation requirements, we remain likely to experience increasing compliance costs, including costs related to internal controls and financial reporting.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company and the Bank are headquartered in the Main Office at 113 West Main Street, Independence, Virginia. The Bank owns and operates branches at the following locations:
| | | | | BANKING |
| | | LOCATION/ | | FUNCTIONS |
| NAME OF OFFICE | | TELEPHONE NUMBER | | OFFERED |
| | | | | |
| Main Office | | 113 West Main Street | | Full Service |
| | | Independence, Virginia 24348 | | 24 Hour Teller |
| | | (276) 773-2811 | | |
| | | | | |
| East Independence Office | | 802 East Main Street | | Full Service |
| | | Independence, Virginia 24348 | | 24 Hour Teller |
| | | (276) 773-2811 | | |
| | | | | |
| Elk Creek Office | | 60 Comers Rock Road | | Full Service |
| | | Elk Creek, Virginia 24326 | | 24 Hour Teller |
| | | (276) 655-4011 | | |
| | | | | |
| Troutdale Office | | 101 Ripshin Road | | Full Service |
| | | Troutdale, Virginia 24378 | | 24 Hour Teller |
| | | (276) 677-3722 | | |
| | | | | |
| Galax Office | | 209 West Grayson Street | | Full Service |
| | | Galax, Virginia 24333 | | 24 Hour Teller |
| | | (276) 238-2411 | | |
| Carroll Office | | 8417 Carrollton Pike | | Full Service |
| | | Galax, Virginia 24333 | | 24 Hour Teller |
| | | (276) 238-8112 | | |
| | | | | |
| Sparta Office | | 98 South Grayson Street | | Full Service |
| | | Sparta, North Carolina 28675 | | 24 Hour Teller |
| | | (336) 372-2811 | | |
| | | | | |
| Hillsville Office | | 419 South Main Street | | Full Service |
| | | Hillsville, Virginia 24343 | | 24 Hour Teller |
| | | (276) 728-2810 | | |
| | | | | |
| Whitetop Office | | 16303 Highlands Parkway | | Full Service |
| | | Whitetop, Virginia 24292 | | 24 Hour Teller |
| | | (276) 388-3811 | | |
The Bank has a conference center located at 558 East Main Street, Independence, Virginia that is used for various board and committee meetings, as well as continuing education and training programs for bank employees. The Bank opened an operations center adjacent to the main office in Independence, Virginia, in October 2008. The Bank also owns land in the Town of Wytheville, Virginia where construction is underway on a full service branch facility that we expect to place in service during the third quarter of 2012. The Bank currently operates a full service branch in a leased facility located at 150 West Main Street, Wytheville, Virginia.
Item 3. Legal Proceedings
In the ordinary course of operations, the Company and the Bank expect to be parties to various legal proceedings. At present, there are no pending or threatened proceedings against the Company or the Bank that, if determined adversely, would have a material effect on the business, results of operations, or financial position of the Company or the Bank.
Item 4. Mine Safety Disclosures
None
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. |
The Company’s Common Stock is not listed for trading on a registered exchange. The Company’s Common Stock is currently quoted on the OTC Bulletin Board under the symbol “GSON.” The Common Stock began quotation on the OTC Bulletin Board on January 19, 2010. Prior to that date, shares of the Company’s Common Stock were neither listed on any stock exchange nor quoted on any market and traded infrequently. Shares of Common Stock were periodically sold in a limited number of privately negotiated transactions. Based on information available to it (including trades through the OTC Bulletin Board), the Company believes that from January 1, 2010 to December 31, 2011, the selling price of shares of Common Stock ranged from $4.50 to $19.00. There may, however, have been other transactions at other prices not known to the Company.
Market Price and Dividends
| | Sales Price ($) | Dividends ($) |
| | High | Low | |
| | | | |
2010: 1st quarter 2nd quarter 3rd quarter 4th quarter | 19.00 16.75 15.00 14.50 | 17.00 15.50 13.00 14.00 | 0.10 0.10 0.10 0.10 |
2011: 1st quarter 2nd quarter 3rd quarter 4th quarter | 14.50 10.00 11.00 8.00 | 10.25 9.00 8.00 4.50 | 0.10 0.00 0.00 0.00 |
As of March 30, 2012, there were approximately 800 record holders of Common Stock. There were no Company repurchases of the Common Stock during 2011 or 2010.
Dividend Policy
The final determination of the timing, amount and payment of dividends on the Common Stock is at the discretion of the Company’s Board of Directors and will depend upon the earnings of the Company and its subsidiaries, principally the Bank, the financial condition of the Company and other factors, including general economic conditions and applicable governmental regulations and policies as discussed in Item 1., “Business – Supervision and Regulation – Payment of Dividends,” above.
The Company’s ability to distribute cash dividends will depend primarily on the ability of the Bank to pay dividends to it. As a national bank, the Bank is subject to certain restrictions on our reserves and capital imposed by federal banking statutes and regulations. Furthermore, under Virginia law, the Company may not declare or pay a cash dividend on its capital stock if it is insolvent or if the payment of the dividend would render it insolvent or unable to pay its obligations as they become due in the ordinary course of business. For additional information on these limitations, see “Item 1. Business – Government Supervision and Regulation – Payment of Dividends” above, and Note 18 of the “Notes to Consolidated Financial Statements” of the Company’s Annual Report under Item 8.
In addition, pursuant to its Formal Agreement with the OCC, the Bank is subject to restrictions on its ability to pay dividends without the prior approval of the OCC. For additional information, see “Item 1. Business – Supervision and Regulation – Formal Agreement and Individual Minimum Capital Ratios” above.
Item 6. Selected Financial Data1
The following consolidated summary sets forth the Company’s selected financial data for the periods and at the dates indicated. The selected financial data have been derived from the Company’s audited financial statements for each of the five years that ended December 31, 2011, 2010, 2009, 2008 and 2007.
| | | 2011 | | | 2010 | | | 2009 | | | 2008 | | | 2007 | |
| Summary of Operations | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Interest income | | $ | 15,388 | | | $ | 18,359 | | | $ | 19,917 | | | $ | 21,950 | | | $ | 22,884 | |
| Interest expense | | | 4,867 | | | | 6,508 | | | | 8,417 | | | | 10,433 | | | | 10,834 | |
| Net interest income | | | 10,521 | | | | 11,851 | | | | 11,500 | | | | 11,517 | | | | 12,050 | |
| Provision for loan losses | | | 4,785 | | | | 2,510 | | | | 1,491 | | | | 1,200 | | | | 465 | |
| Other income | | | 2,817 | | | | 2,962 | | | | 2,243 | | | | 459 | | | | 1,973 | |
| Other expense | | | 11,413 | | | | 10,871 | | | | 11,269 | | | | 10,074 | | | | 9,095 | |
| Income taxes | | | (1,214 | ) | | | 266 | | | | 100 | | | | (52 | ) | | | 1,296 | |
| Net income | | $ | (1,646 | ) | | $ | 1,166 | | | $ | 883 | | | $ | 754 | | | $ | 3,167 | |
| | | | | | | | | | | | | | | | | | | | | |
| Per Share Data | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income | | $ | (.96 | ) | | $ | .68 | | | $ | .51 | | | $ | .44 | | | $ | 1.84 | |
| Cash dividends declared | | | .10 | | | | .40 | | | | .40 | | | | .86 | | | | .86 | |
| Book value | | | 16.49 | | | | 17.69 | | | | 17.77 | | | | 16.88 | | | | 17.62 | |
Estimated market value2 | | | 4.95 | | | | 14.50 | | | | 17.00 | | | | 24.00 | | | | 29.00 | |
| | | | | | | | | | | | | | | | | | | | | |
| Year-end Balance Sheet Summary | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Loans, net | | $ | 214,227 | | | $ | 248,513 | | | $ | 266,628 | | | $ | 267,889 | | | $ | 263,729 | |
| Investment securities | | | 49,507 | | | | 47,692 | | | | 42,034 | | | | 49,451 | | | | 42,573 | |
| Total assets | | | 346,383 | | | | 368,217 | | | | 369,602 | | | | 368,197 | | | | 361,486 | |
| Deposits | | | 297,252 | | | | 311,817 | | | | 313,483 | | | | 305,730 | | | | 309,174 | |
| Stockholders’ equity | | | 28,340 | | | | 30,410 | | | | 30,540 | | | | 29,017 | | | | 30,291 | |
| | | | | | | | | | | | | | | | | | | | | |
| Selected Ratios | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Return on average assets | | | -0.46 | % | | | 0.32 | % | | | 0.24 | % | | | 0.21 | % | | | 0.93 | % |
| Return on average equity | | | -5.45 | % | | | 3.71 | % | | | 2.99 | % | | | 2.46 | % | | | 10.77 | % |
| Average equity to average assets | | | 8.44 | % | | | 8.52 | % | | | 8.01 | % | | | 8.40 | % | | | 8.67 | % |
1 In thousands of dollars, except per share data.
2 Provided at the trade date nearest year end.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Pursuant to General Instruction G(2) of Form 10-K, the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2011 Annual Report to Shareholders is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Pursuant to General Instruction G(2) of Form 10-K, Quantitative and Qualitative Disclosures about Market Risk in the Company’s 2011 Annual Report to Shareholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
Pursuant to General Instruction G(2) of Form 10-K, the following financial statements in the Company's 2011 Annual Report to Shareholders are incorporated herein by reference.
| | Report of Independent Registered Public Accounting Firm |
| | Consolidated Balance Sheets as of December 31, 2011 and 2010 |
| | Consolidated Statements of Income for the Years Ended December 31, 2011, 2010, and 2009 |
| | Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2011, 2010, and 2009 |
| | Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010, and 2009 |
| | Notes to Consolidated Financial Statements |
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer along with the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s President and Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in our periodic SEC filings.
The Company also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. There were no changes in our internal control over financial reporting identified in connection with the evaluation of it that occurred during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Internal Control Over Financial Reporting
| | Management’s Report on Internal Control Over Financial Reporting. |
Management is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.
Management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
In order to ensure that the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently for its financial reporting as of December 31, 2011. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of December 31, 2011.
The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company’s accounting policies, financial reporting and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of the independent auditor and approves decisions regarding the appointment or removal of the Company Auditor. It meets periodically with management, the independent auditors and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting and auditing procedures of the Company in addition to reviewing the Company’s financial reports. The independent auditors and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matter which they believe should be brought to the attention of the Audit Committee.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. The Dodd-Frank Act exempted the Company from complying with Section 404(b) and our registered public accounting firm was not required to issue an attestation on our internal controls over financial reporting pursuant to rules of the Securities and Exchange Commission.
| /s/ Jacky K. Anderson | | /s/ Blake M. Edwards | |
| Jacky K. Anderson, President & CEO | | Blake M. Edwards, CFO | |
| | | | |
Item 9B. Other Information
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Election of Directors,” (except for the information set forth under the headings, “Election of Directors—Security Ownership of Management” and “Election of Directors—Security Ownership of Certain Beneficial Owners“) and “Corporate Governance and the Board of Directors—Code of Ethics” in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 11. | Executive Compensation |
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the heading “Executive Compensation” in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the headings “Election of Directors--Security Ownership of Management” and “Election of Directors--Security Ownership of Certain Beneficial Owners” in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the heading “Transactions with Management” and “Corporate Governance and the Board of Directors—Independence of Directors” in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders is incorporated herein by reference.
| Item 14. | Principal Accounting Fees and Services |
Pursuant to General Instruction G(3) of Form 10-K, the information contained under the heading “Audit Information” (except for information set forth under the heading “Audit Information—Audit Committee Report”) in the Company’s Proxy Statement for the 2012 Annual Meeting of Shareholders is incorporated herein by reference.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
(a) (1) and (2). The response to this portion of Item 15 is submitted as a separate section ofthis report.
(3). Exhibits:
| 3.1 | Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 10, File No. 0-30535. |
| 3.2 | Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 10, File No. 0-30535. |
| 10.1 | Formal Agreement by and between Grayson National Bank and the Comptroller of the Currency, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011. |
| 13.1 | 2011 Annual Report to Shareholders. |
| 21.1 | Subsidiary of the Company, incorporated herein by ference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer. |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer. |
| 32.1 | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350. |
| 101 | Interactive Data File. |
The response to this portion of Item 15 as listed in Item 15(a)(3) above is submitted as aseparate section of this report.
(c) Financial Statement Schedules
The response to this portion of Item 15 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | GRAYSON BANKSHARES, INC. |
| | | | | | |
| Date: | March 30, 2012 | | By: | /s/ Jacky K. Anderson | |
| | | | | Jacky K. Anderson | |
| | | | | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| | | |
| | | |
| /s/ Jacky K. Anderson | President and | March 30, 2012 |
| Jacky K. Anderson | Chief Executive Officer | |
| | (Principal Executive Officer) | |
| | | |
| /s/ Blake M. Edwards, Jr. | Chief Financial Officer | March 30, 2012 |
| Blake M. Edwards, Jr. | (Principal Financial and | |
| | Accounting Officer) | |
| | | |
| /s/ Bryan L. Edwards | Director | March 30, 2012 |
| Bryan L. Edwards | | |
| | | |
| /s/ Jack E. Guynn, Jr. | Director | March 30, 2012 |
| Jack E. Guynn, Jr. | | |
| | | |
| /s/ Hayden H. Horney | Director | March 30, 2012 |
| Hayden H. Horney | | |
| | | |
| /s/ Thomas M. Jackson, Jr. | Director | March 30, 2012 |
| Thomas M. Jackson, Jr. | | |
| Signature | Title | Date |
| | | |
| /s/ Theresa S. Lazo | Director | March 30, 2012 |
| Theresa S. Lazo | | |
| | | |
| /s/ Carl J. Richardson | Director | March 30, 2012 |
| Carl J. Richardson | | |
| | | |
| /s/ Charles T. Sturgill | Director | March 30, 2012 |
| Charles T. Sturgill | | |
| | | |
| /s/ J. David Vaughn | Director | March 30, 2012 |
| J. David Vaughn | | |
INDEX OF EXHIBITS
| 3.1 | Articles of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 10, File No. 0-30535. |
| 3.2 | Bylaws of the Company, incorporated herein by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 10, File No. 0-30535. |
| 10.1 | Formal Agreement by and between Grayson National Bank and the Comptroller of the Currency, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2011. |
| 13.1 | 2011 Annual Report to Shareholders. |
| 21.1 | Subsidiary of the Company, incorporated herein by ference to Exhibit 21.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2002. |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer. |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer. |
| 32.1 | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350. |
| 101 | Interactive Data File. |
The response to this portion of Item 15 as listed in Item 15(a)(3) above is submitted as aseparate section of this report.
(c) Financial Statement Schedules
The response to this portion of Item 15 is submitted as a separate section of this report.
