UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2012
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ____________ to _____________
Commission File Number: 0-30535
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) |
(276) 773-2811
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 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.
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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
1,718,968 shares of Common Stock, par value
$1.25 per share, outstanding as of May 14, 2012.
PART I | FINANCIAL INFORMATION | |
| | | |
Item 1. | Financial Statements | |
| | | |
| Consolidated Balance Sheets—March 31, 2012 (Unaudited) | |
| | and December 31, 2011 (Audited) | 3 |
| | | |
| Unaudited Consolidated Statements of Income—Three Months Ended | |
| | March 31, 2012 and March 31, 2011 | 4 |
| | | |
| Unaudited Consolidated Statements of Comprehensive Income (Loss)—Three Months | |
| | Ended March 31, 2012 and March 31, 2011 | 5 |
| | |
| Consolidated Statements of Changes in Stockholders’ Equity—Three Months | |
| | Ended March 31, 2012 (Unaudited) and Year Ended December 31, 2011 (Audited) | 6 |
| | | |
| Unaudited Consolidated Statements of Cash Flows—Three Months Ended | |
| | March 31, 2012 and March 31, 2011 | 7 |
| | | |
| Notes to Consolidated Financial Statements | 8 |
| | | |
Item 2. | Management’s Discussion and Analysis of Financial Condition | |
| | and Results of Operations | 26 |
| | | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 30 |
| | | |
Item 4. | Controls and Procedures | 31 |
| | | |
PART II | OTHER INFORMATION | |
| | | |
Item 1. | Legal Proceedings | 32 |
| | | |
Item 1A. | Risk Factors | 32 |
| | | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
| | | |
Item 3. | Defaults Upon Senior Securities | 32 |
| | | |
Item 4. | Mine Safety Disclosures | 32 |
| | | |
Item 5. | Other Information | 32 |
| | | |
Item 6. | Exhibits | 32 |
| | | |
Signatures | 33 |
Part I. Financial Information
Item 1. Financial Statements
Grayson Bankshares, Inc. and Subsidiary
Consolidated Balance Sheets
March 31, 2012 and December 31, 2011
| | March 31, | | | December 31, | |
| | 2012 | | | 2011 | |
| | (Unaudited) | | | (Audited) | |
Assets | | | | | | |
| | | | | | |
Cash and due from banks | | $ | 7,300,058 | | | $ | 8,241,875 | |
Interest-bearing deposits with banks | | | 4,316,912 | | | | 3,316,338 | |
Federal funds sold | | | 36,233,175 | | | | 39,013,090 | |
Investment securities available for sale | | | 57,797,786 | | | | 48,974,328 | |
Investment securities held to maturity | | | | | | | | |
(fair value approximately $571,588 at March 31, 2012, | | | | | | | | |
and $564,051 at December 31, 2011) | | | 539,527 | | | | 533,042 | |
Restricted equity securities | | | 1,380,700 | | | | 1,380,700 | |
Loans, net of allowance for loan losses of $5,002,236 at | | | | | | | | |
March 31, 2012 and $4,941,645 at December 31, 2011 | | | 206,745,523 | | | | 214,226,800 | |
Cash value of life insurance | | | 8,853,039 | | | | 8,772,039 | |
Foreclosed assets | | | 2,822,673 | | | | 3,351,861 | |
Property and equipment, net | | | 11,036,993 | | | | 11,181,700 | |
Accrued interest receivable | | | 1,343,397 | | | | 1,514,734 | |
Other assets | | | 5,886,534 | | | | 5,876,556 | |
| | $ | 344,256,317 | | | $ | 346,383,063 | |
Liabilities and Stockholders’ Equity | | | | | | | | |
| | | | | | | | |
Liabilities | | | | | | | | |
Deposits | | | | | | | | |
Noninterest-bearing | | $ | 52,303,239 | | | $ | 50,180,058 | |
Interest-bearing | | | 242,762,391 | | | | 247,071,718 | |
Total deposits | | | 295,065,630 | | | | 297,251,776 | |
| | | | | | | | |
Long-term debt | | | 20,000,000 | | | | 20,000,000 | |
Accrued interest payable | | | 531,064 | | | | 230,723 | |
Other liabilities | | | 512,059 | | | | 560,658 | |
| | | 316,108,753 | | | | 318,043,157 | |
| | | | | | | | |
Commitments and contingencies | | | - | | | | - | |
| | | | | | | | |
Stockholders’ equity | | | | | | | | |
Preferred stock, $25 par value; 500,000 | | | | | | | | |
shares authorized; none issued | | | - | | | | - | |
Common stock, $1.25 par value; 2,000,000 shares | | | | | | | | |
authorized; 1,718,968 shares issued | | | | | | | | |
in 2012 and 2011, respectively | | | 2,148,710 | | | | 2,148,710 | |
Surplus | | | 521,625 | | | | 521,625 | |
Retained earnings | | | 27,648,154 | | | | 27,157,751 | |
Accumulated other comprehensive income (loss) | | | (2,170,925 | ) | | | (1,488,180 | ) |
| | | 28,147,564 | | | | 28,339,906 | |
| | $ | 344,256,317 | | | $ | 346,383,063 | |
See Notes to Consolidated Financial Statements.
3
Grayson Bankshares, Inc. and Subsidiary
Consolidated Statements of Income
For the Three Months ended March 31, 2012 and 2011
| | Three Months Ended | |
| | March 31, | |
| | 2012 | | | 2011 | |
| | (Unaudited) | | | (Unaudited) | |
Interest income | | | | | | |
Loans and fees on loans | | $ | 3,074,444 | | | $ | 3,802,684 | |
Interest-bearing deposits in banks | | | 3,104 | | | | 1,742 | |
Federal funds sold | | | 17,578 | | | | 16,750 | |
Investment securities: | | | | | | | | |
Taxable | | | 237,143 | | | | 257,342 | |
Exempt from federal income tax | | | 44,147 | | | | 117,719 | |
| | | 3,376,416 | | | | 4,196,237 | |
| | | | | | | | |
Interest expense | | | | | | | | |
Deposits | | | 735,446 | | | | 1,089,694 | |
Interest on borrowings | | | 220,293 | | | | 260,463 | |
| | | 955,739 | | | | 1,350,157 | |
Net interest income | | | 2,420,677 | | | | 2,846,080 | |
| | | | | | | | |
Provision for loan losses | | | 315,995 | | | | 1,306,387 | |
Net interest income after | | | | | | | | |
provision for loan losses | | | 2,104,682 | | | | 1,539,693 | |
| | | | | | | | |
Noninterest income | | | | | | | | |
Service charges on deposit accounts | | | 265,377 | | | | 243,218 | |
Increase in cash value of life insurance | | | 81,000 | | | | 81,000 | |
Net realized gains on securities | | | 1,126,115 | | | | 87,856 | |
Other income | | | 203,793 | | | | 188,501 | |
| | | 1,676,285 | | | | 600,575 | |
| | | | | | | | |
Noninterest expense | | | | | | | | |
Salaries and employee benefits | | | 1,720,939 | | | | 1,507,080 | |
Occupancy expense | | | 128,076 | | | | 124,931 | |
Equipment expense | | | 144,718 | | | | 167,249 | |
Foreclosed asset expense, net | | | 178,510 | | | | 122,612 | |
Other expense | | | 932,321 | | | | 778,582 | |
| | | 3,104,564 | | | | 2,700,454 | |
Income (loss) before income taxes | | | 676,403 | | | | (560,186 | ) |
| | | | | | | | |
| | | | | | | | |
Income tax expense (benefit) | | | 186,000 | | | | (257,000 | ) |
Net income (loss) | | $ | 490,403 | | | $ | (303,186 | ) |
| | | | | | | | |
Basic earnings (loss) per share | | $ | 0.29 | | | $ | (0.18 | ) |
Weighted average shares outstanding | | | 1,718,968 | | | | 1,718,968 | |
Dividends declared per share | | $ | 0.00 | | | $ | 0.10 | |
See Notes to Consolidated Financial Statements.
4
Grayson Bankshares, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income (Loss)
For the Three Months ended March 31, 2012 and 2011
| | Three Months Ended | |
| | March 31, | |
| | 2012 | | | 2011 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | |
Net income | | $ | 490,403 | | | $ | (303,186 | ) |
| | | | | | | | |
Other comprehensive income (loss): | | | | | | | | |
Unrealized gains (losses) on investment securities: | | | 91,653 | | | | 308,847 | |
Unrealized gains (losses) arising during the period | | | (31,162 | ) | | | (105,008 | ) |
Tax related to unrealized gains (losses) | | | (1,126,115 | ) | | | (87,856 | ) |
Reclassification of realized (gains) during the period | | | | | | | | |
Tax related to realized gains | | | 382,879 | | | | 29,871 | |
| | | | | | | | |
| | | | | | | | |
Total other comprehensive income (loss) | | | (682,745 | ) | | | 145,854 | |
Total comprehensive income (loss) | | $ | (192,342 | ) | | $ | (157,332 | ) |
See Notes to Consolidated Financial Statements.
5
Grayson Bankshares, Inc. and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity
For the Three Months ended March 31, 2012 (unaudited) and the Year ended December 31, 2011 (audited)
| | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | | | | | | | | | | | Other | | | | |
| | | Common Stock | | | | | | Retained | | | Comprehensive | | | | |
| | | Shares | | | Amount | | | Surplus | | | Earnings | | | Income (Loss) | | | Total | |
| | | | | | | | | | | | | | | | | | | |
Balance, December 31, 2010 | | | 1,718,968 | | | $ | 2,148,710 | | | $ | 521,625 | | | $ | 28,975,488 | | | $ | (1,236,053 | ) | | $ | 30,409,770 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | - | | | | - | | | | - | | | | (1,645,840 | ) | | | - | | | | (1,645,840 | ) |
| | | | | | | | | | | | - | | | | | | | | | | | | | |
Other comprehensive income | | | - | | | | - | | | | - | | | | - | | | | (252,127 | ) | | | (252,127 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid | | | | | | | | | | | | | | | | | | | | | | | | | |
($.10 per share) | | | | - | | | | - | | | | - | | | | (171,897 | ) | | | - | | | | (171,897 | ) |
Balance, December 31, 2011 | | | 1,718,968 | | | | 2,148,710 | | | | 521,625 | | | | 27,157,751 | | | | (1,488,180 | ) | | | 28,339,906 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | - | | | | - | | | | - | | | | 490,403 | | | | - | | | | 490,403 | |
| | | | | | | | | | | | | | | | | - | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | - | | | | - | | | | - | | | | - | | | | (682,745 | ) | | | (682,745 | ) |
| | | | | | | | | - | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid | | | | | | | | | | | | | | | | | | | | | | | | | |
($.00 per share) | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | - | | | | | | | | - | | | | | | | | - | |
Balance, March 31, 2012 | | | | 1,718,968 | | | $ | 2,148,710 | | | $ | 521,625 | | | $ | 27,648,154 | | | $ | (2,170,925 | ) | | $ | 28,147,564 | |
See Notes to Consolidated Financial Statements.
6
Grayson Bankshares, Inc. and Subsidiary
Consolidated Statements of Cash Flows
For the Three Months ended March 31, 2012 and 2011
| | Three Months Ended | |
| | March 31, | |
| | 2012 | | | 2011 | |
| | (Unaudited) | | | (Unaudited) | |
| | | | | | |
Cash flows from operating activities | | | | | | |
Net income (loss) | | $ | 490,403 | | | $ | (303,186 | ) |
Adjustments to reconcile net income (loss) | | | | | | | | |
to net cash provided by operations: | | | | | | | | |
Depreciation and amortization | | | 171,000 | | | | 186,000 | |
Provision for loan losses | | | 315,995 | | | | 1,306,387 | |
Deferred income taxes | | | 5,000 | | | | (128,000 | ) |
Net realized gains on securities | | | (1,126,115 | ) | | | (87,856 | ) |
Accretion of discount on securities, net of | | | | | | | | |
amortization of premiums | | | 116,105 | | | | 99,344 | |
Deferred compensation | | | (5,735 | ) | | | (5,364 | ) |
Net realized loss on foreclosed assets | | | 116,662 | | | | - | |
Changes in assets and liabilities: | | | | | | | | |
Cash value of life insurance | | | (81,000 | ) | | | (81,000 | ) |
Accrued income | | | 171,337 | | | | 62,338 | |
Other assets | | | 339,739 | | | | 263,312 | |
Accrued interest payable | | | 300,341 | | | | 397,806 | |
Other liabilities | | | (42,864 | ) | | | (298,615 | ) |
Net cash provided by operating activities | | | 767,868 | | | | 1,411,166 | |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Purchases of available-for-sale investment securities | | | (36,243,935 | ) | | | (7,652,495 | ) |
Sales of available-for-sale investment securities | | | 25,491,007 | | | | 2,862,074 | |
Maturities/calls/paydowns of available-for-sale investment securities | | | 1,898,533 | | | | 3,872,073 | |
Net decrease in loans | | | 7,018,282 | | | | 7,188,028 | |
Proceeds from the sale of foreclosed assets | | | 559,526 | | | | - | |
Purchases of property and equipment, net of sales | | | (26,293 | ) | | | (182,392 | ) |
Net cash provided by investing activities | | | (1,302,880 | ) | | | 6,087,288 | |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Net decrease in deposits | | | (2,186,146 | ) | | | (1,172,001 | ) |
Dividends paid | | | - | | | | (171,897 | ) |
Net cash used in financing activities | | | (2,186,146 | ) | | | (1,343,898 | ) |
Net increase in cash and cash equivalents | | | (2,721,158 | ) | | | 6,154,556 | |
| | | | | | | | |
Cash and cash equivalents, beginning | | | 50,571,303 | | | | 40,251,868 | |
Cash and cash equivalents, ending | | $ | 47,850,145 | | | $ | 46,406,424 | |
| | | | | | | | |
Supplemental disclosure of cash flow information | | | | | | | | |
Interest paid | | $ | 655,398 | | | $ | 952,351 | |
Taxes paid | | $ | - | | | $ | 43,000 | |
Transfers of loans to foreclosed properties | | $ | 147,000 | | | $ | 1,733,000 | |
See Notes to Consolidated Financial Statements.
7
Grayson Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
Note 1. Organization and Summary of Significant Accounting Policies
Organization
Grayson Bankshares, Inc. (the “Company”) was incorporated as a Virginia corporation on February 3, 1992 to acquire the stock of The Grayson National Bank (the “Bank”) in a bank holding company reorganization. The Bank was acquired by the Company on July 1, 1992.
The Bank was organized under the laws of the United States in 1900 and currently serves Grayson County, Virginia and surrounding areas through ten banking offices. As an FDIC-insured National Banking Association, the Bank is subject to regulation by the Comptroller of the Currency. The Company is regulated by the Board of Governors of the Federal Reserve System.
The consolidated financial statements as of March 31, 2012 and for the periods ended March 31, 2012 and 2011 included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the information furnished in the interim consolidated financial statements reflects all adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, changes in stockholders’ equity and cash flows for such interim periods. Management believes that all interim period adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto as of December 31, 2011, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The results of operations for the three-month periods ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year.
The accounting and reporting policies of the Company and the Bank follow generally accepted accounting principles and general practices within the financial services industry.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and the Bank, which is wholly owned. All significant intercompany transactions and balances have been eliminated in consolidation.
Presentation of Cash Flows
For purposes of reporting cash flows, cash and cash equivalents includes cash and amounts due from banks (including cash items in process of collection), interest-bearing deposits with banks and Federal funds sold.
Recent Accounting Pronouncements
In April 2011, the criteria used to determine effective control of transferred assets in the Transfers and Servicing topic of the ASC was amended by ASU 2011-03. The requirement for the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms and the collateral maintenance implementation guidance related to that criterion were removed from the assessment of effective control. The other criteria to assess effective control were not changed. The amendments were effective for the Company on January 1, 2012 and had no effect on the financial statements.
ASU 2011-04 was issued in May 2011 to amend the Fair Value Measurement topic of the ASC by clarifying the application of existing fair value measurement and disclosure requirements and by changing particular principles or requirements for measuring fair value or for disclosing information about fair value measurements. The amendments were effective for the Company beginning January 1, 2012 and have been included in Note 8.
Grayson Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
Note 1. Organization and Summary of Significant Accounting Policies
Recent Accounting Pronouncements, continued
The Comprehensive Income topic of the ASC was amended in June 2011. The amendment eliminates the option to present other comprehensive income as a part of the statement of changes in stockholders’ equity and requires consecutive presentation of the statement of net income and other comprehensive income. The amendments were applicable to the Company on January 1, 2012 and have been applied retrospectively. In December 2011, the topic was further amended to defer the effective date of presenting reclassification adjustments from other comprehensive income to net income on the face of the financial statements. Companies should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the amendments while FASB redeliberates future requirements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Note 2. Restrictions on Cash
To comply with banking regulations, the Bank is required to maintain certain average cash reserve balances. The daily average cash reserve requirement was approximately $1,981,000 and $1,794,000 for the periods including March 31, 2012 and December 31, 2011, respectively.
Note 3. Investment Securities
Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent. The amortized cost of securities and their approximate fair values at March 31, 2012 and December 31, 2011 follow:
| | Amortized | | | Unrealized | | | Unrealized | | | Fair | |
| | Cost | | | Gains | | | Losses | | | Value | |
| | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | |
U.S. Government agency securities | | $ | 2,915,377 | | | $ | 101,298 | | | $ | - | | | $ | 3,016,675 | |
Government sponsored enterprises | | | 23,870,507 | | | | 149,658 | | | | 81,682 | | | | 23,938,483 | |
Mortgage-backed securities | | | 19,015,839 | | | | 84,434 | | | | 115,800 | | | | 18,984,473 | |
Corporate bonds | | | 3,077,737 | | | | 10,793 | | | | 10,715 | | | | 3,077,815 | |
State and municipal securities | | | 8,888,001 | | | | 29,256 | | | | 136,917 | | | | 8,780,340 | |
| | $ | 57,767,461 | | | $ | 375,439 | | | $ | 345,114 | | | $ | 57,797,786 | |
Held to maturity: | | | | | | | | | | | | | | | | |
State and municipal securities | | $ | 539,527 | | | $ | 32,061 | | | $ | - | | | $ | 571,588 | |
| | | | | | | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | | | | | |
U.S. Government agency securities | | $ | 2,994,524 | | | $ | 80,995 | | | $ | - | | | $ | 3,075,519 | |
Government sponsored enterprises | | | 19,964,092 | | | | 540,636 | | | | 8,243 | | | | 20,496,485 | |
Mortgage-backed securities | | | 12,064,933 | | | | 85,917 | | | | 28,108 | | | | 12,122,742 | |
State and municipal securities | | | 12,885,992 | | | | 409,471 | | | | 15,881 | | | | 13,279,582 | |
| | $ | 47,909,541 | | | $ | 1,117,019 | | | $ | 52,232 | | | $ | 48,974,328 | |
Held to maturity: | | | | | | | | | | | | | | | | |
State and municipal securities | | $ | 533,042 | | | $ | 31,009 | | | $ | - | | | $ | 564,051 | |
Grayson Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
Note 3. Investment Securities, continued
Restricted equity securities were $1,380,700 at March 31, 2012 and December 31, 2011. Restricted equity securities consist of investments in stock of the Federal Home Loan Bank of Atlanta (“FHLB”), Community Bankers Bank, Pacific Coast Bankers Bank, and the Federal Reserve Bank of Richmond, all of which are carried at cost. All of these entities are upstream correspondents of the Bank. The FHLB requires financial institutions to make equity investments in the FHLB in order to borrow money. The Bank is required to hold that stock so long as it borrows from the FHLB. The Federal Reserve requires banks to purchase stock as a condition for membership in the Federal Reserve system. The Bank’s stock in Community Bankers Bank and Pacific Coast Bankers Bank is restricted only in the fact that the stock may only be repurchased by the respective banks.
The following table details unrealized losses and related fair values in the Company’s investment securities portfolios. This information is aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2012 and December 31, 2011.
| | Less Than 12 Months | | | 12 Months or More | | | Total | |
| | Fair | | | Unrealized | | | Fair | | | Unrealized | | | Fair | | | Unrealized | |
| | Value | | | Losses | | | Value | | | Losses | | | Value | | | Losses | |
| | | | | | | | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | | | | | | | |
Available for sale | | | | | | | | | | | | | | | | | | |
Government sponsored enterprises | | $ | 14,561,350 | | | $ | 81,682 | | | $ | - | | | $ | - | | | $ | 14,561,350 | | | $ | 81,682 | |
Mortgage-backed securities | | | 10,445,396 | | | | 115,800 | | | | - | | | | - | | | | 10,445,396 | | | | 115,800 | |
Corporate Bonds | | | 1,409,690 | | | | 10,715 | | | | - | | | | - | | | | 1,409,690 | | | | 10,715 | |
State and municipal securities | | | 5,195,466 | | | | 136,917 | | | | - | | | | - | | | | 5,195,466 | | | | 136,917 | |
Total securities available for sale | | $ | 31,611,902 | | | $ | 345,114 | | | $ | - | | | $ | - | | | $ | 31,611,902 | | | $ | 345,114 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | | | | | | | | | | | | | | | |
Available for sale: | | | | | | | | | | | | | | | | | | | | | | | | |
Government sponsored enterprises | | $ | 3,032,760 | | | $ | 8,243 | | | $ | - | | | $ | - | | | $ | 3,032,760 | | | $ | 8,243 | |
Mortgage-backed securities | | | 6,803,995 | | | | 28,108 | | | | - | | | | - | | | | 6,803,995 | | | | 28,108 | |
State and municipal securities | | | 1,625,661 | | | | 8,626 | | | | 451,117 | | | | 7,255 | | | | 2,076,778 | | | | 15,881 | |
Total securities available for sale | | $ | 11,462,416 | | | $ | 44,977 | | | $ | 451,117 | | | $ | 7,255 | | | $ | 11,913,533 | | | $ | 52,232 | |
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, and the financial condition and near-term prospects of the issuer. The relative significance of these and other factors will vary on a case by case basis.
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, the results of reviews of the issuer's financial condition and the issuer's anticipated ability to pay the contractual cash flows of the investments. Since the Company intends to hold all of its investment securities until maturity, and it is more likely than not that the Company will not have to sell any of its investment securities before unrealized losses have been recovered, and the Company expects to recover the entire amount of the amortized cost basis of all its securities, none of the securities are deemed other than temporarily impaired at March 31, 2012 or December 31, 2011. Management continues to monitor all of these securities with a high degree of scrutiny. There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or all of these securities are other than temporarily impaired, which could require a charge to earnings in such periods.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 3. Investment Securities, continued
Investment securities with amortized cost of approximately $18,653,315 at March 31, 2012 and $26,326,337 at December 31, 2011, were pledged as collateral on public deposits and for other purposes as required or permitted by law. Gains and losses on the sale of investment securities are recorded on the trade date and are determined using the specific identification method. Gross realized gains and losses for the three-month periods ended March 31, 2012 and 2011 are as follows:
| | 2012 | | | 2011 | |
| | | | | | |
Realized gains | | $ | 1,126,115 | | | | 96,971 | |
Realized losses | | | - | | | | (9,115 | ) |
| | $ | 1,126,115 | | | $ | 87,856 | |
The scheduled maturities of securities available for sale and securities held to maturity at March 31, 2012, were as follows:
| | Available for Sale | | | Held to Maturity | |
| | Amortized | | | Fair | | | Amortized | | | Fair | |
| | Cost | | | Value | | | Cost | | | Value | |
| | | | | | | | | | | | |
Due in one year or less | | $ | 689,828 | | | $ | 702,739 | | | $ | 390,682 | | | | 400,768 | |
Due after one year through five years | | | 3,028,989 | | | | 3,053,440 | | | | - | | | | - | |
Due after five years through ten years | | | 18,638,904 | | | | 18,578,825 | | | | - | | | | - | |
Due after ten years | | | 35,409,740 | | | | 35,462,782 | | | | 148,845 | | | | 170,820 | |
| | $ | 57,767,461 | | | $ | 57,797,786 | | | $ | 539,527 | | | $ | 571,588 | |
Maturities of mortgage backed securities are based on contractual amounts. Actual maturity will vary as loans underlying the securities are prepaid.
Note 4. Allowance for Loan Losses and Impaired Loans
Allowance for Loan Losses
The allowance for loan losses is maintained at a level believed to be sufficient to provide for estimated loan losses based on evaluating known and inherent risks in the loan portfolio. The allowance is provided based upon management’s comprehensive analysis of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the amount and composition of the loan portfolio, delinquency levels, actual loss experience, current economic conditions, and detailed analysis of individual loans for which the full collectability may not be assured. The detailed analysis includes methods to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific and general components. The specific component relates to loans that are deemed impaired. For such loans that are 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 recorded value of that loan. The general component covers the remaining loan portfolio not evaluated individually for impairment, and is based on historical loss experience adjusted for qualitative factors. The appropriateness of the allowance for loan losses on loans is estimated based upon these factors and trends identified by management at the time financial statements are prepared.
A provision for loan losses is charged against operations and is added to the allowance for loan losses based on quarterly comprehensive analyses of the loan portfolio. The allowance for loan losses is allocated to certain loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. While management has allocated the allowance for loan losses to various loan portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
The following table presents the activity in the allowance and information on the loans evaluated individually for impairment and collectively evaluated for impairment in the allowance for loan losses as of March 31, 2012 and March 31, 2011:
Allowance for Loan Losses and Recorded Investment in Loans
| | Commercial | | | | | | Construction | | | | | | | | | | | | | |
| | & | | | Commercial | | | & | | | | | | | | | Consumer | | | | |
| | Agricultural | | | Mortgage | | | Development | | | Farmland | | | Residential | | | & Other | | | Total | |
| | | | | | | | | | | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | $ | 398,162 | | | $ | 888,965 | | | $ | 544,739 | | | $ | 551,147 | | | $ | 2,303,045 | | | $ | 255,587 | | | $ | 4,941,645 | |
Charge-offs | | | (4,193 | ) | | | (69,403 | ) | | | (822 | ) | | | (56,026 | ) | | | (139,173 | ) | | | (21,063 | ) | | | (290,680 | ) |
Recoveries | | | 13,260 | | | | 15,278 | | | | - | | | | - | | | | 3,574 | | | | 3,164 | | | | 35,276 | |
Provision | | | (62,092 | ) | | | 85,731 | | | | 27,490 | | | | 83,601 | | | | 198,577 | | | | (17,312 | ) | | | 315,995 | |
Ending Balance | | $ | 345,137 | | | $ | 920,571 | | | $ | 571,407 | | | $ | 578,722 | | | $ | 2,366,023 | | | $ | 220,376 | | | $ | 5,002,236 | |
Ending balance: individually | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | | 37,050 | | | | 30,707 | | | | 65,849 | | | | 72,223 | | | | 199,111 | | | | 3,372 | | | $ | 408,312 | |
Ending balance: collectively | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | | 308,087 | | | | 889,864 | | | | 505,558 | | | | 506,499 | | | | 2,166,912 | | | | 217,004 | | | | 4,593,924 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance | | | 13,485,316 | | | | 34,045,120 | | | | 16,477,900 | | | | 32,405,617 | | | | 105,901,097 | | | | 9,432,709 | | | | 211,747,759 | |
Ending balance: individually | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | | 557,793 | | | | 3,476,148 | | | | 4,148,207 | | | | 6,229,586 | | | | 6,880,463 | | | | 33,497 | | | | 21,325,694 | |
Ending balance: collectively | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | | 12,927,523 | | | | 30,568,972 | | | | 12,329,693 | | | | 26,176,031 | | | | 99,020,634 | | | | 9,399,212 | | | | 190,422,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2011 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allowance for loan losses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Beginning Balance | | | 436,872 | | | | 777,515 | | | | 526,231 | | | | 710,368 | | | | 1,861,953 | | | | 229,481 | | | | 4,542,420 | |
Charge-offs | | | (112,146 | ) | | | - | | | | (20,000 | ) | | | - | | | | (789,463 | ) | | | (60,003 | ) | | | (981,612 | ) |
Recoveries | | | 5,663 | | | | 197 | | | | - | | | | - | | | | 2,489 | | | | 9,057 | | | | 17,406 | |
Provision | | | 136,053 | | | | 37,503 | | | | 201,954 | | | | 48,068 | | | | 826,452 | | | | 56,357 | | | | 1,306,387 | |
Ending Balance | | | 466,442 | | | | 815,215 | | | | 708,185 | | | | 758,436 | | | | 1,901,431 | | | | 234,892 | | | | 4,884,601 | |
Ending balance: individually | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | $ | 10,798 | | | $ | 44,640 | | | $ | 175,347 | | | $ | 13,535 | | | $ | 54,809 | | | $ | - | | | $ | 299,129 | |
Ending balance: collectively | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | $ | 455,644 | | | $ | 770,575 | | | $ | 532,838 | | | $ | 744,901 | | | $ | 1,846,622 | | | $ | 234,892 | | | $ | 4,585,472 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending balance | | $ | 15,738,688 | | | $ | 39,520,547 | | | $ | 19,966,290 | | | $ | 34,365,645 | | | $ | 121,444,930 | | | $ | 12,134,044 | | | $ | 243,170,144 | |
Ending balance: individually | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | $ | 107,979 | | | $ | 2,585,268 | | | $ | 1,970,174 | | | $ | 3,745,199 | | | $ | 3,652,186 | | | $ | - | | | $ | 12,060,806 | |
Ending balance: collectively | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
evaluated for impairment | | $ | 15,630,709 | | | $ | 36,935,279 | | | $ | 17,996,116 | | | $ | 30,620,446 | | | $ | 117,792,744 | | | $ | 12,134,044 | | | $ | 231,109,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Management closely monitors the quality of the loan portfolio and has established a loan review process designed to help grade the quality of the Bank’s loan portfolio. The Bank’s loan ratings coincide with the “Substandard,” “Doubtful” and “Loss” classifications used by federal regulators in their examination of financial institutions. Generally, an asset is considered Substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. Substandard assets include those characterized by the distinct possibility that the insured financial institution will sustain some loss if the deficiencies are not corrected. Assets classified as Doubtful have all the weaknesses inherent in assets classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable. Assets classified as Loss are those considered uncollectible, and of such little value that its continuance on the books is not warranted. Assets that do not currently expose the insured financial institutions to sufficient risk to warrant classification in one of the aforementioned categories but otherwise possess weaknesses are designated “Special Mention.” Management also maintains a listing of loans designated “Watch”. These loans represent borrowers with declining earnings, strained cash flow, increasing leverage and/or weakening market fundamentals that indicate above average risk. As of March 31, 2012 and December 31, 2011, respectively, the Bank had no loans graded “Doubtful” or “Loss” included in the balance of total loans outstanding.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
The following table lists the loan grades utilized by the Bank and the corresponding total of outstanding loans in each category as of March 31, 2012 and December 31, 2011:
Credit Risk Profile by Internally Assigned Grades
| | Loan Grades | | | | |
| | | | | | | | Special | | | | | | | |
| | Pass | | | Watch | | | Mention | | | Substandard | | | Total | |
March 31, 2012 | | | | | | | | | | | | | | | |
Real Estate Secured: | | | | | | | | | | | | | | | |
1-4 residential construction | | $ | 798,686 | | | $ | - | | | $ | - | | | $ | 63,000 | | | $ | 861,686 | |
Commercial construction | | | 413,108 | | | | - | | | | - | | | | - | | | | 413,108 | |
Loan development & | | | | | | | | | | | | | | | | | | | | |
other land | | | 9,910,641 | | | | 578,370 | | | | 30,148 | | | | 4,683,947 | | | | 15,203,106 | |
Farmland | | | 21,712,541 | | | | 1,624,202 | | | | 1,501,760 | | | | 7,567,114 | | | | 32,405,617 | |
1-4 residential mortgage | | | 75,114,088 | | | | 2,264,851 | | | | 2,466,830 | | | | 9,600,951 | | | | 89,446,720 | |
Multifamily | | | 2,036,972 | | | | - | | | | - | | | | - | | | | 2,036,972 | |
Home equity and second | | | | | | | | | | | | | | | | | | | | |
mortgage | | | 11,312,496 | | | | 746,662 | | | | 309,883 | | | | 2,048,364 | | | | 14,417,405 | |
Commercial mortgage | | | 22,263,823 | | | | 4,321,323 | | | | 1,834,697 | | | | 5,625,277 | | | | 34,045,120 | |
Non-Real Estate Secured: | | | | | | | | | | | | | | | | | | | | |
Commercial & agricultural | | | 11,638,750 | | | | 524,037 | | | | 231,432 | | | | 849,809 | | | | 13,244,028 | |
Financial institutions | | | - | | | | - | | | | 241,288 | | | | - | | | | 241,288 | |
Civic organizations | | | 336,898 | | | | - | | | | - | | | | - | | | | 336,898 | |
Consumer-auto | | | 2,482,757 | | | | 9,027 | | | | 14,468 | | | | 28,469 | | | | 2,534,721 | |
Consumer-Other | | | 6,237,176 | | | | 10,990 | | | | 143,243 | | | | 169,681 | | | | 6,561,090 | |
Total | | $ | 164,257,936 | | | $ | 10,079,462 | | | $ | 6,773,749 | | | $ | 30,636,612 | | | $ | 211,747,759 | |
| | Loan Grades | | | | |
| | | | | | | | Special | | | | | | | |
| | Pass | | | Watch | | | Mention | | | Substandard | | | Total | |
| | | | | | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | | | | | | |
Real Estate Secured: | | | | | | | | | | | | | | | |
1-4 residential construction | | $ | 494,146 | | | $ | - | | | $ | - | | | $ | 63,000 | | | $ | 557,146 | |
Commercial construction | | | 331,613 | | | | - | | | | - | | | | - | | | | 331,613 | |
Loan development & | | | | | | | | | | | | | | | | | | | | |
other land | | | 10,104,050 | | | | 652,059 | | | | 292,485 | | | | 5,994,251 | | | | 17,042,845 | |
Farmland | | | 22,705,684 | | | | 1,501,012 | | | | 1,640,587 | | | | 8,164,163 | | | | 34,011,446 | |
1-4 residential mortgage | | | 77,852,671 | | | | 2,054,982 | | | | 2,722,842 | | | | 8,709,898 | | | | 91,340,393 | |
Multifamily | | | 2,060,482 | | | | 662,971 | | | | - | | | | - | | | | 2,723,453 | |
Home equity and second | | | | | | | | | | | | | | | | | | | | |
mortgage | | | 11,375,249 | | | | 639,021 | | | | 480,225 | | | | 2,149,878 | | | | 14,644,721 | |
Commercial mortgage | | | 24,015,569 | | | | 2,055,363 | | | | 2,560,894 | | | | 5,567,404 | | | | 34,199,230 | |
Non-Real Estate Secured: | | | | | | | - | | | | | | | | | | | | | |
Commercial & agricultural | | | 11,538,611 | | | | 679,021 | | | | 253,522 | | | | 994,245 | | | | 13,465,399 | |
Financial institutions | | | - | | | | - | | | | 242,813 | | | | - | | | | 242,813 | |
Civic organizations | | | 360,715 | | | | - | | | | - | | | | - | | | | 360,715 | |
Consumer-auto | | | 2,862,264 | | | | 9,799 | | | | 17,125 | | | | 43,165 | | | | 2,932,353 | |
Consumer-Other | | | 6,984,580 | | | | 14,841 | | | | 138,515 | | | | 178,382 | | | | 7,316,318 | |
Total | | $ | 170,685,634 | | | $ | 8,269,417 | | | $ | 8,349,008 | | | $ | 31,864,386 | | | $ | 219,168,445 | |
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Loans may be placed in nonaccrual status when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Payments received are first applied to principal, and any remaining funds are then applied to interest. Loans are removed from nonaccrual status when they are deemed a loss and charged to the allowance, transferred to foreclosed assets, or returned to accrual status based upon performance consistent with the original terms of the loan or a subsequent restructuring thereof.
The following table presents an age analysis of nonaccrual and past due loans by category as of March 31, 2012 and December 31, 2011:
Analysis of Past Due and Nonaccrual Loans
| | | | | | | | | | | | | | | | | | | | 90+ Days | | | | |
| | | | | | | | 90 Days or | | | | | | | | | | | | Past Due | | | | |
| | 30-59 Days | | | 60-89 Days | | | More Past | | | Total Past | | | | | | Total | | | and Still | | | Nonaccrual | |
| | Past Due | | | Past Due | | | Due | | | Due | | | Current | | | loans | | | Accruing | | | Loans | |
March 31, 2012 | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate Secured: | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 residential construction | | $ | - | | | $ | - | | | $ | 63,000 | | | $ | 63,000 | | | $ | 798,686 | | | $ | 861,686 | | | $ | - | | | $ | 63,000 | |
Commercial construction | | | - | | | | - | | | | - | | | | - | | | | 413,108 | | | | 413,108 | | | | - | | | | - | |
Loan development & | | | | | | | | | | | | | | | | | | | �� | | | | | | | | | | | | | |
other land | | | 15,982 | | | | - | | | | 2,589,795 | | | | 2,605,777 | | | | 12,597,329 | | | | 15,203,106 | | | | - | | | | 4,001,141 | |
Farmland | | | 11,872 | | | | 107,253 | | | | 3,787,550 | | | | 3,906,675 | | | | 28,498,942 | | | | 32,405,617 | | | | 120,662 | | | | 6,102,784 | |
1-4 residential mortgage | | | 1,329,152 | | | | 691,304 | | | | 3,550,190 | | | | 5,570,646 | | | | 83,876,0743 | | | | 89,446,720 | | | | 99,309 | | | | 5,739,219 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | 2,036,972 | | | | 2,036,972 | | | | - | | | | - | |
Home equity and second | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
mortgage | | | 302,703 | | | | 249,131 | | | | 767,220 | | | | 1,319,054 | | | | 13,098,351 | | | | 14,417,405 | | | | - | | | | 1,128,825 | |
Commercial mortgage | | | 222,301 | | | | - | | | | 1,539,566 | | | | 1,761,867 | | | | 32,283,253 | | | | 34,045,120 | | | | - | | | | 3,434,738 | |
Non-Real Estate Secured: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial & agricultural | | | 55,069 | | | | 17,124 | | | | 325,525 | | | | 397,718 | | | | 12,846,310 | | | | 13,244,028 | | | | - | | | | 410,867 | |
Financial institutions | | | - | | | | - | | | | - | | | | - | | | | 241,288 | | | | 241,288 | | | | - | | | | - | |
Civic organizations | | | - | | | | - | | | | - | | | | - | | | | 336,898 | | | | 336,898 | | | | - | | | | - | |
Consumer-auto | | | 51,436 | | | | 6,855 | | | | 7,418 | | | | 65,709 | | | | 2,469,012 | | | | 2,534,721 | | | | - | | | | 11,202 | |
Consumer-Other | | | 22,051 | | | | 72,087 | | | | 87,727 | | | | 181,865 | | | | 6,379,225 | | | | 6,561,090 | | | | 15,153 | | | | 72,575 | |
Total | | $ | 2,010,566 | | | $ | 1,143,754 | | | $ | 12,717,991 | | | $ | 15,872,311 | | | $ | 195,875,448 | | | $ | 211,747,759 | | | $ | 235,124 | | | $ | 20,964,351 | |
| | | | | | | | | | | | | | | | | | | | 90+ Days | | | | |
| | | | | | | | 90 Days or | | | | | | | | | | | | Past Due | | | | |
| | 30-59 Days | | | 60-89 Days | | | More Past | | | Total Past | | | | | | Total | | | and Still | | | Nonaccrual | |
| | Past Due | | | Past Due | | | Due | | | Due | | | Current | | | loans | | | Accruing | | | Loans | |
December 31, 2011 | | | | | | | | | | | | | | | | | | | | | | | | |
Real Estate Secured: | | | | | | | | | | | | | | | | | | | | | | | | |
1-4 residential construction | | $ | - | | | $ | - | | | $ | 63,000 | | | $ | 63,000 | | | $ | 494,146 | | | $ | 557,146 | | | $ | - | | | $ | 63,000 | |
Commercial construction | | | - | | | | - | | | | - | | | | - | | | | 331,613 | | | | 331,613 | | | | - | | | | - | |
Loan development & | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
other land | | | 241,031 | | | | 464,326 | | | | 4,083,688 | | | | 4,789,045 | | | | 12,253,800 | | | | 17,042,845 | | | | - | | | | 4,891,184 | |
Farmland | | | 398,146 | | | | 665,577 | | | | 3,559,159 | | | | 4,622,882 | | | | 29,388,564 | | | | 34,011,446 | | | | - | | | | 6,779,457 | |
1-4 residential mortgage | | | 2,337,732 | | | | 1,100,428 | | | | 4,255,532 | | | | 7,693,692 | | | | 83,646,701 | | | | 91,340,393 | | | | 364,926 | | | | 5,759,832 | |
Multifamily | | | - | | | | - | | | | - | | | | - | | | | 2,723,453 | | | | 2,723,453 | | | | - | | | | - | |
Home equity and second | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
mortgage | | | 315,568 | | | | 176,448 | | | | 844,737 | | | | 1,336,753 | | | | 13,307,968 | | | | 14,644,721 | | | | 76,231 | | | | 1,079,672 | |
Commercial mortgage | | | 264,664 | | | | 78,983 | | | | 2,110,790 | | | | 2,454,437 | | | | 31,744,793 | | | | 34,199,230 | | | | 18,343 | | | | 3,374,650 | |
Non-Real Estate Secured: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Commercial & agricultural | | | 211,542 | | | | 402,399 | | | | 158,467 | | | | 772,408 | | | | 12,692,991 | | | | 13,465,399 | | | | - | | | | 602,682 | |
Financial institutions | | | - | | | | - | | | | - | | | | - | | | | 242,813 | | | | 242,813 | | | | - | | | | - | |
Civic organizations | | | - | | | | - | | | | - | | | | - | | | | 360,715 | | | | 360,715 | | | | - | | | | - | |
Consumer-auto | | | 45,568 | | | | 31,314 | | | | 24,443 | | | | 101,325 | | | | 2,831,028 | | | | 2,932,353 | | | | 17,048 | | | | 7,395 | |
Consumer-Other | | | 109,290 | | | | 14,986 | | | | 108,204 | | | | 232,480 | | | | 7,083,838 | | | | 7,316,318 | | | | 61,339 | | | | 47,771 | |
Total | | $ | 3,923,541 | | | $ | 2,934,461 | | | $ | 15,208,020 | | | $ | 22,066,022 | | | $ | 197,102,423 | | | $ | 219,168,445 | | | $ | 537,887 | | | $ | 22,605,643 | |
Grayson Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Impaired Loans
A loan is considered impaired when it is probable that the Bank will be unable to collect all contractual principal and interest payments due in accordance with the original or modified terms of the loan agreement. Smaller balance homogenous loans may be collectively evaluated for impairment. Impaired loans are measured based on the estimated fair value of the collateral less estimated cost to sell if the loan is considered collateral dependent. Impaired loans not considered to be collateral dependent are measured based on the present value of expected future cash flows. The valuation of real estate collateral is subjective in nature and may be adjusted in future periods because of changes in economic conditions. Management considers third-party appraisals, as well as independent fair market value assessments in determining the estimated fair value of particular properties. In addition, as certain of these third-party appraisals and independent fair market value assessments are only updated periodically, changes in the values of specific properties may have occurred subsequent to the most recent appraisals. Accordingly, the amounts of any such potential changes and any related adjustments are generally recorded at the time such information is received. When the measurement of the impaired loan is less than the recorded investment in the loan, impairment is recognized by creating or adjusting an allocation of the allowance for loan losses and uncollected accrued interest is reversed against interest income. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.
As of March 31, 2012 and December 31, 2011, respectively, the recorded investment in impaired loans totaled $21,325,694 and $21,967,946. The average age of the third-party appraisal or independent assessment used to measure impairment on our collateral-dependent loans at March 31, 2012 was 13 months. The Bank’s current practice is to consider an appraisal or assessment to be current if it is less than 18 months old. The total amount of collateral-dependent impaired loans at March 31, 2012 and December 31, 2011, respectively, was $14,511,788 and $18,219,185, of these $12,549,223 and $14,849,143 were measured for impairment using appraisals aged less than 18 months. The remaining $1,962,565 and $3,370,042 of collateral-dependent impaired loans was measured for impairment using existing appraisals discounted 15-20% for age and other pertinent factors. As of March 31, 2012 and December 31, 2011, respectively, $3,245,768 and $3,925,933 of the recorded investment in impaired loans did not require specific reserves because they had been written down to the fair value of collateral through a direct charge-off. The Bank had $11,385,523 and $7,585,520 in troubled debt restructured loans included in impaired loans at March 31, 2012 and December 31, 2011, respectively.
The categories of non-accrual loans and impaired loans overlap, although they are not coextensive. The Bank considers all circumstances regarding the loan and borrower on an individual basis when determining whether an impaired loan should be placed on non-accrual status, such as the financial strength of the borrower, the estimated collateral value, reasons for the delay, payment record, the amount past due and the number of days past due.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Impaired Loans, continued
The following table is a summary of information related to impaired loans as of March 31, 2012 and December 31, 2011:
Impaired Loans
| | | | Unpaid | | | | Average | | Interest |
| | Recorded | | Principal | | Related | | Recorded | | Income |
| | Investment (1) | | Balance | | Allowance | | Investment | | Recognized |
March 31, 2012 | | | | | | | | | | |
With no related allowance recorded: | | | | | | | | | | |
| 1-4 Residential Construction | $ | 63,000 | $ | 115,238 | $ | - | $ | 63,000 | $ | - |
| Land development & other land | | 3,482,774 | | 4,363,615 | | - | | 3,444,654 | | - |
| Farmland | | 3,482,774 | | 4,711,926 | | - | | 4,724,746 | | 2,227 |
| 1-4 residential mortgage | | 3,918,312 | | 4,170,228 | | - | | 3,948,466 | | 6,519 |
| Commercial mortgage | | 2,573,192 | | 2,868,203 | | - | | 2,749,239 | | 5,012 |
| Commercial & agricultural | | 168,029 | | 168,029 | | - | | 168,029 | | - |
| Consumer & other | | - | | - | | - | | - | | - |
| | Subtotal | | 14,896,207 | | 16,397,239 | | - | | 15,098,134 | | 13,758 |
| | | | | | | | | | | | |
With an allowance recorded: | | | | | | | | | | |
| 1-4 Residential Construction | | - | | - | | - | | - | | - |
| Land development & other land | | 602,433 | | 650,681 | | 65,849 | | 602,433 | | - |
| Farmland | | 1,538,686 | | 1,538,686 | | 72,223 | | 1,538,686 | | - |
| 1-4 residential mortgage | | 2,962,151 | | 3,154,020 | | 199,111 | | 2,335,118 | | 10,726 |
| Commercial mortgage | | 902,956 | | 969,545 | | 30,707 | | 902,956 | | 9,913 |
| Commercial & agricultural | | 389,764 | | 389,764 | | 37,050 | | 324,806 | | 2,449 |
| Consumer & other | | 33,497 | | 33,497 | | 3,372 | | 33,497 | | 557 |
| | Subtotal | | 6,429,487 | | 6,736,193 | | 408,312 | | 5,737,496 | | 23,645 |
| | | | | | | | | | | | |
Totals: | | | | | | | | | | |
| 1-4 Residential Construction | | 63,000 | | 115,238 | | - | | 63,000 | | - |
| Land development & other land | | 4,085,207 | | 5,014,296 | | 65,849 | | 4,047,087 | | 2,227 |
| Farmland | | 6,229,586 | | 6,250,612 | | 72,223 | | 6,263,432 | | 6,519 |
| 1-4 residential mortgage | | 6,880,463 | | 7,324,248 | | 199,111 | | 6,283,584 | | 15,738 |
| Commercial mortgage | | 3,476,148 | | 3,837,748 | | 30,707 | | 3,652,195 | | 9,913 |
| Commercial & agricultural | | 557,793 | | 557,793 | | 37,050 | | 492,835 | | 2,449 |
| Consumer & other | | 33,49 | | 33,497 | | 3,372 | | 33,497 | | 557 |
| | Total | $ | 21,325,694 | $ | 23,133,432 | $ | 408,312 | $ | 20,835,630 | $ | 37,403 |
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Impaired Loans, continued
| | | | | Unpaid | | | | | | Average | | | Interest | |
| | Recorded | | | Principal | | | Related | | | Recorded | | | Income | |
| | Investment (1) | | | Balance | | | Allowance | | | Investment | | | Recognized | |
December 31, 2011 | | | | | | | | | | | | | | | |
With no related allowance recorded: | | | | | | | | | | | | | | | |
1-4 Residential Construction | | $ | 63,000 | | | $ | 115,238 | | | $ | - | | | $ | 47,293 | | | $ | - | |
Land development & other land | | | 4,666,763 | | | | 5,591,104 | | | | - | | | | 3,154,134 | | | | - | |
Farmland | | | 6,187,137 | | | | 6,187,137 | | | | - | | | | 5,222,771 | | | | 45,059 | |
1-4 residential mortgage | | | 4,397,661 | | | | 5,021,591 | | | | - | | | | 5,289,195 | | | | 10,823 | |
Commercial mortgage | | | 2,894,820 | | | | 3,214,076 | | | | - | | | | 2,327,091 | | | | 8,446 | |
Commercial & agricultural | | | 144,034 | | | | 144,034 | | | | - | | | | 105,439 | | | | 28 | |
Consumer & other | | | - | | | | - | | | | - | | | | - | | | | - | |
Subtotal | | | 18,353,415 | | | | 20,273,180 | | | | - | | | | 16,145,923 | | | | 64,356 | |
| | | | | | | | | | | | | | | | | | | | |
With an allowance recorded: | | | | | | | | | | | | | | | | | | | | |
1-4 Residential Construction | | | - | | | | - | | | | - | | | | - | | | | - | |
Land development & other land | | | 287,531 | | | | 335,779 | | | | 17,130 | | | | 158,872 | | | | 9,695 | |
Farmland | | | 801,094 | | | | 801,094 | | | | 30,392 | | | | 81,619 | | | | - | |
1-4 residential mortgage | | | 1,435,015 | | | | 1,481,238 | | | | 74,951 | | | | 717,354 | | | | 32,097 | |
Commercial mortgage | | | 519,991 | | | | 519,991 | | | | 2,313 | | | | 22,794 | | | | - | |
Commercial & agricultural | | | 536,510 | | | | 536,510 | | | | 62,854 | | | | 205,647 | | | | 2,738 | |
Consumer & other | | | 34,390 | | | | 34,390 | | | | 3,565 | | | | 3,769 | | | | 241 | |
Subtotal | | | 3,614,531 | | | | 3,709,002 | | | | 191,205 | | | | 1,190,055 | | | | 44,771 | |
| | | | | | | | | | | | | | | | | | | | |
Totals: | | | | | | | | | | | | | | | | | | | | |
1-4 Residential Construction | | | 63,000 | | | | 115,238 | | | | - | | | | 47,293 | | | | - | |
Land development & other land | | | 4,954,294 | | | | 5,926,883 | | | | 17,130 | | | | 3,313,006 | | | | 9,695 | |
Farmland | | | 6,988,231 | | | | 6,988,231 | | | | 30,392 | | | | 5,304,390 | | | | 45,059 | |
1-4 residential mortgage | | | 5,832,676 | | | | 6,502,829 | | | | 74,951 | | | | 6,006,549 | | | | 42,920 | |
Commercial mortgage | | | 3,414,811 | | | | 3,734,067 | | | | 2,313 | | | | 2,349,885 | | | | 8,446 | |
Commercial & agricultural | | | 680,544 | | | | 680,544 | | | | 62,854 | | | | 311,086 | | | | 2,766 | |
Consumer & other | | | 34,390 | | | | 34,390 | | | | 3,565 | | | | 3,769 | | | | 241 | |
Total | | $ | 21,967,946 | | | $ | 23,982,182 | | | $ | 191,205 | | | $ | 17,335,978 | | | $ | 109,127 | |
(1) Recorded investment is the loan balance, net of any charge-offs
The average recorded investment in impaired loans and interest income recognized on impaired loans for the three months ended March 31, 2012 and March 31, 2011 (all approximate) are summarized below:
| | 2012 | | | 2011 | |
| | | | | | |
Average investment in impaired loans | | $ | 20,835,630 | | | $ | 13,109,457 | |
Interest income recognized on impaired loans | | $ | 37,403 | | | $ | 15,450 | |
Interest income recognized on a cash basis on impaired loans | | $ | 62,650 | | | $ | 15,737 | |
No additional funds are committed to be advanced in connection with impaired loans.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Troubled Debt Restructuring
As a result of adopting the amendments in ASU 2011-02, The Bank reassessed restructurings that occurred on or after the beginning of the fiscal year of adoption (January 1, 2011) to determine whether they are considered troubled debt restructurings (TDRs) under the amended guidance. The Bank identified as TDRs certain loans for which the allowance for loan losses had previously been measured under a general allowance methodology. Upon identifying those loans as TDRs, The Bank identified them as impaired under the guidance in ASC 310-10-35. The amendments in ASU 2011-02 require prospective application of the impairment measurement guidance in ASC 310-10-35 for those loans newly identified as impaired. At the end of the first interim period of adoption (September 30, 2011), the recorded investment in loans for which the allowance was previously measured under a general allowance methodology are now impaired under ASC 310-10-35 was $203,507, and the allowance for loan losses associated with those loans on the basis of a current evaluation of loss was $0.
A troubled debt restructured loan is a loan for which the Bank, for reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider.
The loan terms which have been modified or restructured due to a borrower’s financial difficulty, include but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-aging, extensions, deferrals and renewals. Troubled debt restructured loans are considered impaired and are individually evaluated for impairment.
The following table sets forth information with respect to the Bank’s troubled debt restructurings as of March 31, 2012 and March 31, 2011:
Modifications
| | March 31, 2012 | |
| | | | | | | | Post- | |
| | | | | Pre-Modification | | | Modification | |
| | | | | Outstanding | | | Outstanding | |
| | Number | | | Recorded | | | Recorded | |
| | of Contracts | | | Investment (1) | | | Investment (1) | |
Troubled Debt Restructurings | | | | | | | | | |
Land development & other land | | | 5 | | | $ | 1,230,630 | | | $ | 1,232,300 | |
Farmland | | | 3 | | | | 1,072,362 | | | | 1,072,362 | |
1-4 residential mortgage | | | 11 | | | | 1,672,579 | | | | 1,683,781 | |
Commercial mortgage | | | 5 | | | | 1,191,368 | | | | 1,189,726 | |
Commercial & agricultural | | | 1 | | | | 67,173 | | | | 67,173 | |
Consumer & other | | | - | | | | - | | | | - | |
| | Number | | | Recorded | |
| | of Contracts | | | Investment | |
Troubled Debt Restructurings | | | | | | |
That Subsequently Defaulted | | | | | | |
Troubled debt restructurings: | | | | | | |
Land development & other land | | | - | | | $ | - | |
Farmland | | | - | | | $ | - | |
1-4 residential mortgage | | | 1 | | | $ | 151,832 | |
Commercial mortgage | | | - | | | $ | - | |
Commercial & agricultural | | | - | | | $ | - | |
Consumer & other | | | - | | | $ | - | |
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 4. Allowance for Loan Losses and Impaired Loans, continued
Troubled Debt Restructuring, continued
Modifications
| | March 31, 2011 | |
| | | | | | | | Post- | |
| | | | | Pre-Modification | | | Modification | |
| | | | | Outstanding | | | Outstanding | |
| | Number | | | Recorded | | | Recorded | |
| | of Contracts | | | Investment (1) | | | Investment (1) | |
Troubled Debt Restructurings | | | | | | | | | |
Land development & other land | | | 1 | | | $ | 275,000 | | | $ | 275,000 | |
Farmland | | | 1 | | | | 526,242 | | | | 527,557 | |
1-4 residential mortgage | | | 4 | | | | 359,172 | | | | 386,923 | |
Commercial mortgage | | | 1 | | | | 1,427,149 | | | | 1,427,149 | |
Commercial & agricultural | | | - | | | | - | | | | - | |
Consumer & other | | | - | | | | - | | | | - | |
(1) Recorded investment is the loan balance, net of any charge-offs
During the three months ended March 31, 2012 and March 31, 2011, respectively, the Bank modified 25 and 7 loans that were considered to be troubled debt restructurings. Additional funds were advanced on one loan in 2012 in order to pay real estate taxes current. Also, additional funds were advanced on one loan in 2011 in order to improve the Bank’s collateral position.
During the three months ended March 31, 2012, 1 loan that had been restructured during the twelve-month period preceding March 31, 2012, defaulted. Restructured loans are deemed to be in default if they become past due by 30 days or more.
Note 5. Income Taxes
A reconciliation of income tax expense computed at the statutory federal income tax rate to income tax expense included in the statements of income for the three months ended March 31, 2012 and 2011 follows:
| | 2012 | | | 2011 | |
| | | | | | |
Tax at statutory federal rate | | $ | 229,977 | | | $ | (190,463 | ) |
Tax exempt interest income | | | (18,981 | ) | | | (44,780 | ) |
Other tax exempt income | | | (27,540 | ) | | | (27,540 | ) |
Other | | | 2,544 | | | | 5,783 | |
| | $ | 186,000 | | | $ | (257,000 | ) |
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 6. Employee Benefit Plan
The Bank has a qualified noncontributory defined benefit pension plan that covers substantially all of its employees. The benefits are primarily based on years of service and earnings. The following is a summary of net periodic pension costs for the three-month periods ended March 31, 2012 and 2011.
| | March 31, | |
| | 2012 | | | 2011 | |
| | | | | | |
Service cost | | $ | 128,975 | | | $ | 114,499 | |
Interest cost | | | 108,614 | | | | 109,934 | |
Expected return on plan assets | | | (211,628 | ) | | | (193,682 | ) |
Amortization of net obligation at transition | | | - | | | | - | |
Amortization of prior service cost | | | 808 | | | | 808 | |
Amortization of net (gain) or loss | | | 37,004 | | | | 11,254 | |
Net periodic benefit cost | | $ | 63,773 | | | $ | 42,813 | |
No contribution to the plan was made during the three month period ended March 31, 2012. Based on current information, the Bank does not anticipate making a contribution to the plan during 2012.
Note 7. Commitments and Contingencies
The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, credit risk in excess of the amount recognized in the consolidated balance sheets.
The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of the Bank’s commitments at March 31, 2012 and December 31, 2011 is as follows:
| | March 31, 2012 | | | December 31, 2011 | |
| | | | | | |
Commitments to extend credit | | $ | 15,378,431 | | | $ | 15,557,229 | |
Standby letters of credit | | | - | | | | - | |
| | $ | 15,378,431 | | | $ | 15,557,229 | |
Commitments to extend credit are agreements to lend to a customer, at a fixed or variable interest rate, 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 many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required in instances that the Bank deems necessary.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 8. Fair Value
FASB ASC 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value of future cash flows or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. FASB ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2012 and December 31, 2011. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity. These assets and liabilities are classified in Level 1 of the fair value hierarchy.
| | | | | | | | | |
| | | | | | | | Quoted Prices in | | | | | | | |
| | | | | | | | Active Markets | | | | | | | |
| | | | | | | | for Identical | | | | | | Significant | |
| | | | | | | | Assets or | | | Significant Other | | | Unobservable | |
| | Carrying | | | Fair | | | Liabilities | | | Observable Inputs | | | Inputs | |
| | Amount | | | Value | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
(dollars in thousands) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Financial Instruments - Assets | | | | | | | | | | | | | | | |
Investment Securities Held-to-Maturity | | $ | 540 | | | $ | 572 | | | $ | - | | | $ | 572 | | | $ | - | |
Net Loans | | | 206,746 | | | | 209,841 | | | | - | | | | 205,495 | | | | 4,346 | |
| | | | | | | | | | | | | | | | | | | | |
Financial Instruments – Liabilities | | | 158,320 | | | | 161,929 | | | | - | | | | 161,929 | | | | - | |
Time Deposits | | | 20,000 | | | | 22,225 | | | | - | | | | 22,225 | | | | - | |
Long-Term Debt | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Financial Instruments - Assets | | | | | | | | | | | | | | | | | | | | |
Investment Securities Held-to-Maturity | | $ | 533 | | | $ | 564 | | | $ | - | | | $ | 564 | | | $ | - | |
Net Loans | | | 214,227 | | | | 218,498 | | | | - | | | | 213,441 | | | | 5,057 | |
| | | | | | | | | | | | | | | | | | | | |
Financial Instruments – Liabilities | | | | | | | | | | | | | | | | | | | | |
Time Deposits | | | 161,963 | | | | 165,906 | | | | - | | | | 165,906 | | | | - | |
Long-Term Debt | | | 20,000 | | | | 22,334 | | | | - | | | | 22,334 | | | | - | |
| | | | | | | | | | | | | | | | | | | | |
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available for sale and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans or foreclosed assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 8. Fair Value, continued
Fair Value Hierarchy
Under FASB ASC 820, “Fair Value Measurements and Disclosures”, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include the use of option pricing models, discounted cash flow models and similar techniques.
Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.
Investment Securities Available for Sale
Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.
Loans
The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. If a loan is identified as individually impaired, management measures impairment in accordance with applicable accounting guidance. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2012, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. In accordance with accounting standards, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price the Company records the impaired loan as nonrecurring Level 2. When the fair value is based on either an external or internal appraisal and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 8. Fair Value, continued
Derivative Assets and Liabilities
Derivative instruments held or issued by the Company for risk management purposes are traded in over-the-counter markets where quoted market prices are not readily available. Management engages third-party intermediaries to determine the fair market value of these derivative instruments and classifies these instruments as Level 2. Examples of Level 2 derivatives are interest rate swaps, caps and floors. No derivative instruments were held as of March 31, 2012 or December 31, 2011.
Foreclosed Assets
Foreclosed assets are adjusted to fair value upon transfer of the loans to foreclosed assets. Subsequently, foreclosed assets are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price the Company records the foreclosed asset as nonrecurring Level 2. When the fair value of the collateral is based on either an external or internal appraisal and there is no observable market price, the Company records the foreclosed asset as nonrecurring Level 3.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
March 31, 2012 | | | | | | | | | | | | |
Investment securities available for sale | | | | | | | | | | | | |
U.S. Government agency securities | | $ | 3,016,675 | | | $ | - | | | $ | 3,016,675 | | | $ | - | |
Government sponsored enterprises | | | 23,938,483 | | | | - | | | | 23,938,483 | | | | - | |
Mortgage-backed securities | | | 18,984,473 | | | | - | | | | 18,984,473 | | | | - | |
Corporate bonds | | | 3,077,815 | | | | - | | | | 3,077,815 | | | | - | |
State and municipal securities | | | 8,780,340 | | | | - | | | | 8,780,340 | | | | - | |
Total investment securities | | | | | | | | | | | | | | | | |
available for sale | | $ | 57,797,786 | | | $ | - | | | $ | 57,797,786 | | | $ | - | |
Total assets at fair value | | $ | 57,797,786 | | | $ | - | | | $ | 57,797,786 | | | $ | - | |
| | | | | | | | | | | | | | | | |
Total liabilities at fair value | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | | | |
Investment securities available for sale | | | | | | | | | | | | | | | | |
U.S. Government agency securities | | $ | 3,075,519 | | | $ | - | | | $ | 3,075,519 | | | $ | - | |
Government sponsored enterprises | | | 20,496,485 | | | | - | | | | 20,496,485 | | | | - | |
Mortgage-backed securities | | | 12,122,742 | | | | - | | | | 12,122,742 | | | | - | |
State and municipal securities | | | 13,279,582 | | | | - | | | | 13,279,582 | | | | - | |
Total investment securities | | | | | | | | | | | | | | | | |
available for sale | | $ | 48,974,328 | | | $ | - | | | $ | 48,974,328 | | | $ | - | |
Total assets at fair value | | $ | 48,974,328 | | | $ | - | | | $ | 48,974,328 | | | $ | - | |
| | | | | | | | | | | | | | | | |
Total liabilities at fair value | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
There were no significant transfers to or from Levels 1 and 2 during the three-month period ended March 31, 2012 or for the year ended December 31, 2011.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis
The Company may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets and liabilities that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets and liabilities measured at fair value on a nonrecurring basis are included in the table below.
March 31, 2012 | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
Loans | | $ | 4,345,903 | | | $ | - | | | $ | - | | | $ | 4,345,903 | |
Foreclosed assets | | | 399,947 | | | | - | | | | - | | | | 399,947 | |
Total assets at fair value | | $ | 4,745,850 | | | $ | - | | | $ | - | | | $ | 4,745,850 | |
| | | | | | | | | | | | | | | | |
Total liabilities at fair value | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
December 31, 2011 | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | | | | | |
Loans | | $ | 5,056,734 | | | $ | - | | | $ | - | | | $ | 5,056,734 | |
Foreclosed assets | | | 929,135 | | | | - | | | | - | | | | 929,135 | |
Total assets at fair value | | $ | 5,985,869 | | | $ | - | | | $ | - | | | $ | 5,985,869 | |
| | | | | | | | | | | | | | | | |
Total liabilities at fair value | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Level 3 Valuation Techniques
For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2012, and December 31, 2011, the significant unobservable inputs used in the fair value measurements were as follows:
| | Fair Value at March 31, 2012 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value | |
| | | | | | | | | |
Impaired Loans | | $ | 4,345,903 | | Appraised Value/ Comparable Sales | | Appraisals | | | n/a | |
| | | | | | | | | | | |
OREO | | $ | 399,947 | | Appraised Value/ Comparable Sales | | Appraisals | | | n/a | |
| | Fair Value at December 31, 2011 | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value | |
| | | | | | | | | |
Impaired Loans | | $ | 5,056,734 | | Appraised Value/ Comparable Sales | | Appraisals | | | n/a | |
| | | | | | | | | | | |
OREO | | $ | 929,135 | | Appraised Value/ Comparable Sales | | Appraisals | | | n/a | |
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.
Grayson Bankshares, Inc. and SubsidiaryNotes to Consolidated Financial Statements
(unaudited)
Note 9. 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
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%.
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. The Bank continues to maintain sufficient capital and is submitting quarterly capital and profitability plans to the OCC as required by the agreement. A special assets team has been created that is solely responsible for working to improve the Bank’s position with respect to loans, relationships or other assets criticized in any report of examination of the Bank. The Bank has engaged external firms to conduct extensive independent loan reviews and strengthen our internal loan review systems. The Bank has also adopted the required dividend policy as described above.
Note 10. Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management has evaluated events occurring subsequent to the balance sheet date through the date these financial statements were issued, determining no events require additional disclosure in these consolidated financial statements.
Part I. Financial Information
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
General
The following discussion provides information about the major components of the results of operations and financial condition of the Company. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this report.
Critical Accounting Policies
For a discussion of the Company’s critical accounting policies, including its allowance for loan losses, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Deregistration from SEC Reporting System
On April 5, 2012, President Obama signed into law the Jumpstart our Business Startups Act (the JOBS Act). Among other things, the JOBS Act amended the Securities Exchange Act of 1934 (the “Exchange Act”) to allow bank holding companies with fewer than 1,200 shareholders of record to deregister from the SEC reporting system. On May 14, 2012, the Company filed a Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act. As a result, the Company’s obligation to file periodic reports such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K will be suspended as of August 12, 2012.
Results of Operations
Overall, the Company recorded pre-tax earnings of $676,403 for the quarter ended March 31, 2012 compared to a pre-tax loss of $560,186 for the quarter ended March 31, 2011. Income tax expense increased by $443,000 from the first quarter of 2011 to 2012 resulting in net income of $490,403 for the first quarter of 2011, compared to a net loss of $303,186 for the same period in 2011. The increase in pretax earnings of $1,236,589 from the first quarter of 2011 to the first quarter of 2012 was due to an increase in securities gains of $1,038,259 combined with a decrease in loan loss provisions of $990,392.
Total interest income decreased by $819,821 for the quarter ended March 31, 2012 compared to the quarter ended March 31, 2011, while interest expense on deposits and other borrowings decreased by $394,418 over the same period. The decrease in interest income was attributable primarily to a decrease in the average outstanding balance of loans for the first quarter of 2012 as compared to the same quarter in 2011, an increase in the amount of loans on non-accrual status, and a decrease in the average yield on investment securities in the first quarter of 2012 compared to 2011. From December 31, 2009 to March 31, 2012 the bank has experienced a decrease in loans of 21.5%, from $270 million to $212 million caused by continued weakness in loan demand in the bank’s market area. In response to the decrease in loan demand management has continued to reduce interest rates on deposits, leading to the reduction in interest expense. The result was a decrease in net interest income of $425,403, or 14.9% for the quarter ended March 31, 2012, compared to the same quarter last year.
The provision for loan losses was $315,995 for the quarter ended March 31, 2012 and $1,306,387 for the same period in 2011. The decrease was due to decreased charge-offs and decreases in the level of past-due loans. The reserve for loan losses at March 31, 2012 was approximately 2.36% of total loans, compared to 2.01% at March 31, 2011. Management believes the provision and the resulting allowance for loan losses are adequate.
Total noninterest income was $1,676,285 in the first quarter of 2012 compared to $600,575 in the first quarter of 2011. The majority of the increase came as a result of increased gains on the sale of investment securities totaling $1,038,259 as indicated above. The increased securities gains resulted from sales of tax-exempt municipal bonds in a tax-planning strategy to reduce overall tax-exempt earnings.
Part I. Financial Information
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Noninterest expenses increased by $404,110 for the quarter ended March 31, 2012 compared to the quarter ended March 31, 2011. Salary and employee benefit expenses increased by $213,859 due primarily to an increase in the number of employees and the timing of compensation for unused vacation benefits. Employees who are eligible for three or more weeks of vacation in a given year have the option to receive pay in lieu of a portion of their vacation time. Payments for excess vacation time occurred in the second quarter of 2011 and in the first quarter of 2012. Other expenses increased by $153,739, or 19.75%, from $778,582 in the first quarter of 2011, to $932,321 in the first quarter of 2012. The increase in other expenses in 2012 was due primarily to increases in legal and professional fees related to foreclosure activity and troubled debt restructurings. Legal and professional fees accounted for $134,094 of the increase in other expenses.
Financial Condition
Total assets decreased by $2,126,746, or 0.61%, from December 31, 2011 to March 31, 2012. Net loans decreased by $7,481,277, federal funds sold decreased by $2,779,915 and investment securities increased by $8,829,943. The decrease in loans and related increase in investment securities is the result of continued weakness in loan demand in the bank’s market area.
Total deposits decreased by $2,186,146, or 0.74%, from December 31, 2011 to March 31, 2012. The decrease in deposits came as management maintained lower deposit interest rates in response to the aforementioned decrease in loan demand.
Nonperforming assets, including nonaccrual loans, loans past due more than ninety days and foreclosed assets, decreased from $26,495,391 at December 31, 2011 to $24,022,148 at March 31, 2012. Foreclosed assets consist of five properties totaling $2,822,673 at March 31, 2012. One commercial real estate property represents a significant portion of the balance in foreclosed assets with a value of $2,422,726. The four remaining properties are residential real estate properties. Four properties were sold in the quarter ending March 31, 2012. Proceeds from the sale of these properties totaled $559,526 representing a net loss on disposal of $92,109. All foreclosed properties are being marketed for sale. Loans past due more than ninety days, and still accruing interest, decreased from $537,887 at December 31, 2011 to $235,124 at March 31, 2012.
Nonaccrual loans decreased from $22,605,643 at December 31, 2011 to $20,964,351 at March 31, 2012. During the first three months of 2012, loans totaling $1,708,413 were added to nonaccrual status while loans totaling $3,349,705 were removed from nonaccrual status. Loans are generally placed in nonaccrual status when principal or interest has been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection.
Loans less than 90 days past due may be placed in nonaccrual status if management determines that payment in full of principal or interest is not expected. Loans are removed from nonaccrual status when they are deemed a loss and charged to the allowance, transferred to foreclosed assets, or returned to accrual status based upon performance consistent with the original terms of the loan or a subsequent restructuring thereof. Management continues to closely monitor nonperforming assets and their impact on earnings and loan loss reserves.
At March 31, 2012 the allowance for loan losses included $408,312 specifically reserved for impaired loans in the amount of $6,429,487. Based on impairment analysis, loans totaling $14,896,207 were also considered to be impaired but did not require a specific reserve or the related reserve had previously been charged-off. Impaired loans at December 31, 2011 totaled $21,967,946, of which $3,614,531 required specific reserves of $191,205.
Certain types of loans, such as option ARM (adjustable rate mortgage) products, interest-only loans, subprime loans and loans with initial teaser rates, can have a greater risk of non-collection than other loans. The Bank has not offered these types of loans in the past and does not offer them currently. Junior-lien mortgages can also be considered higher risk loans. Our junior-lien portfolio at March 31, 2012 totaled $8.1 million, or 3.84% of total loans. Historical charge-off rates in this category have not varied significantly from other real estate secured loans.
Part I. Financial Information
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Stockholders’ equity totaled $28,147,564 at March 31, 2012 compared to $28,339,906 at December 31, 2011. The $192,342 decrease was the result of the net income of $490,403, offset by a decrease in the market value of securities classified as available for sale of $682,745.
Regulatory guidelines relating to capital adequacy provide minimum risk-based ratios at the Bank level which assess capital adequacy while encompassing all credit risks, including those related to off-balance sheet activities. The Bank is also subject to minimum capital requirements established by the Formal Agreement discussed below. The Bank exceeds all regulatory capital guidelines to which it is currently subject.
Liquidity and Capital Resources
Liquidity is the ability to convert assets to cash to fund depositors’ withdrawals or borrowers’ loans without significant loss. Unsecured federal fund lines available from correspondent banks totaled $6,000,000 at March 31, 2012. No balances were outstanding on these lines at March 31, 2012 or December 31, 2011. Long-term debt consists of borrowings from the Federal Home Loan Bank and Deutsche Bank. Borrowings from the Federal Home Loan Bank, which are secured by a blanket collateral agreement on the Bank’s 1 to 4 family residential real estate loans, totaled $10,000,000 at March 31, 2012 and December 31, 2011. Borrowings from Deutsche Bank, which are secured by the pledging of specific investment securities, totaled $10,000,000 at each of March 31, 2012, and December 31, 2011. The unused credit line from the Federal Home Loan Bank as of March 31, 2012 is approximately $41,870,000.
The Bank uses cash and federal funds sold to meet its daily funding needs. If funding needs are met through holdings of excess cash and federal funds, then profits might be sacrificed as higher-yielding investments are foregone in the interest of liquidity. Therefore management determines, based on such items as loan demand and deposit activity, an appropriate level of cash and federal funds and seeks to maintain that level.
The Bank’s investment security portfolio also serves as a source of liquidity. The primary goals of the investment portfolio are liquidity management and maturity gap management. As investment securities mature, the proceeds are reinvested in federal funds sold if the federal funds level needs to be increased; otherwise the proceeds are reinvested in similar investment securities. The Bank keeps a portion of its investment portfolio in unpledged assets with average lives or repricing terms of less than 60 months. These investments are a preferred source of funds because their market value is not as sensitive to changes in interest rates as investments with longer durations.
As a result of the steps described above, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs.
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.
Part I. Financial Information
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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%.
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. The Bank continues to maintain sufficient capital and is submitting quarterly capital and profitability plans to the OCC as required by the agreement. A special assets team has been created that is solely responsible for working to improve the Bank’s position with respect to loans, relationships or other assets criticized in any report of examination of the Bank. The Bank has engaged external firms to conduct extensive independent loan reviews and strengthen our internal loan review systems. The Bank has also adopted the required dividend policy as described above.
Forward-Looking Statements
Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For additional information on known and unknown risks, see the “Forward Looking Statements” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Part I. Financial Information
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Part I. Financial Information
Item 4. 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 and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s President and Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in its periodic filings with the Securities and Exchange Commission.
The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company or the Bank is a party or of which any of their property is subject.
Item 1A. Risk Factors
Not applicable to smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Mine Safety Disclosures
Not applicable
Item 5. Other Information
None
Item 6. Exhibits
| 31.1 | Rule 13(a)-14(a) Certification of Chief Executive Officer. |
| 31.2 | Rule 13(a)-14(a) Certification of Chief Financial Officer. |
| 32.1 | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.Section 1350. |
| 101 | Interactive Data File. |
Part II. Other Information
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GRAYSON BANKSHARES, INC. | |
| | | |
Date: May 15, 2012 | By: | /s/Jacky K. Anderson | |
| | Jacky K. Anderson | |
| | President and Chief Executive Officer | |
| | | |
| | |
| | | |
Date: May 15, 2012 | By: | /s/Blake M. Edwards | |
| | Blake M. Edwards | |
| | Chief Financial Officer | |
| | | |
Exhibit Index
| 31.1 | Rule 13(a)-14(a) Certification of Chief Executive Officer. |
| 31.2 | Rule 13(a)-14(a) Certification of Chief Financial Officer. |
| 32.1 | Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.Section 1350. |
| 101 | Interactive Data File. |