Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark one)

 

x      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2011

 

¨         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 000-53181

 


 

SOLERA NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

02-0774841

(State or other jurisdiction

 

(IRS Employer Identification No.)

of incorporation or organization)

 

 

 

319 S. Sheridan Blvd.

Lakewood, CO 80226

303-209-8600
(Address and telephone number of principal executive offices and principal place of business)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

 

Indicate by check mark whether the registrant 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨  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.

 

Large accelerated filer¨

 

Accelerated filer ¨

 

 

 

Non-accelerated filer¨

 

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨  No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:  As of May 10, 2011, 2,553,671 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.

 

 

 



Table of Contents

 

FORM 10-Q

SOLERA NATIONAL BANCORP, INC.

 

INDEX

 

 

 

PAGE

 

 

 

INTRODUCTORY NOTE. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND RISK FACTORS

 

3

 

 

 

PART I — FINANCIAL INFORMATION

 

4

 

 

 

ITEM 1. FINANCIAL STATEMENTS (unaudited)

 

4

 

 

 

Balance Sheets as of March 31, 2011 and December 31, 2010

 

4

 

 

 

Statements of Operations for the Three Months Ended March 31, 2011 and 2010

 

5

 

 

 

Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2011 and 2010

 

6

 

 

 

Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010

 

7

 

 

 

UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

27

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

38

 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

38

 

 

 

PART II — OTHER INFORMATION

 

38

 

 

 

ITEM 1. LEGAL PROCEEDINGS

 

38

 

 

 

ITEM 1A. RISK FACTORS

 

38

 

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

38

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

38

 

 

 

ITEM 4. [Removed and Reserved]

 

38

 

 

 

ITEM 5. OTHER INFORMATION

 

38

 

 

 

ITEM 6. EXHIBITS

 

39

 

 

 

SIGNATURES

 

40

 

 

 

EXHIBIT INDEX

 

41

 

2


 


Table of Contents

 

INTRODUCTORY NOTE.  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND RISK FACTORS

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 about Solera National Bancorp, Inc. (the “Company”) and our subsidiary, Solera National Bank (the “Bank,” collectively with the Company, sometimes referred to as “we,” “us” and “our”) that are subject to risks and uncertainties.  Forward-looking statements include information concerning future financial performance, business strategy, projected plans and objectives.  Statements preceded by, followed by or that otherwise include the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “may increase,” “may fluctuate” and similar expressions of future or conditional verbs such as “will,” “should,” “would,” and “could” are generally forward-looking in nature and not historical facts.  Actual results may differ materially from those projected, implied, anticipated or expected in the forward-looking statements.  Readers of this quarterly report should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report. The statements are representative only as of the date they are made, and Solera National Bancorp, Inc. undertakes no obligation to update any forward-looking statement.

 

These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, estimates, financial condition, results of operations, future performance and business, including management’s expectations and estimates with respect to revenues, expenses, return on equity, return on assets, efficiency ratio, asset quality and other financial data and capital and performance ratios.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond the control of the Company. The following factors, among others, could cause the Company’s results or financial performance to differ materially from its goals, plans, objectives, intentions, expectations and other forward-looking statements:

 

·                  the Company has a limited operating history upon which to base an estimate of its future financial performance;

 

·                  management of Solera National Bank may be unable to limit credit risk associated with Solera National Bank’s loan portfolio, which would affect the Company’s profitability;

 

·                  general economic conditions may be less favorable than expected, causing an adverse impact on our financial performance;

 

·                  the Company is subject to extensive regulatory oversight, which could restrain its growth and profitability;

 

·                  the Company could face potential regulatory actions if we fail to comply with our Consent Order;

 

·                  interest rate volatility could significantly harm our business;

 

·                  the Company may not be able to raise additional capital on terms favorable to it; and

 

·                  the Company faces competition from a variety of competitors.

 

For a discussion of these and other risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in Item 1A of the Company’s 2010 Annual Report filed on Form 10-K with the SEC, which is available on the SEC’s website at www.sec.gov.  All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this Quarterly Report on Form 10-Q to reflect events or circumstances after the date hereof.  New factors emerge from time to time, and it is not possible for us to predict which factors, if any, will arise.  In addition, the Company cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (unaudited)

 

Solera National Bancorp, Inc.

 

Balance Sheets as of March 31, 2011 and December 31, 2010

(unaudited)

 

 

 

March 31,

 

December 31,

 

($ in thousands, except share data) 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

1,058

 

$

936

 

Interest-bearing deposits with banks

 

266

 

266

 

Investment securities, available-for-sale

 

76,682

 

76,313

 

 

 

 

 

 

 

Gross loans

 

58,199

 

58,897

 

Net deferred (fees)/expenses

 

(68

)

(75

)

Allowance for loan losses

 

(1,175

)

(1,175

)

Net loans

 

56,956

 

57,647

 

 

 

 

 

 

 

Federal Home Loan Bank (FHLB) and Federal Reserve Bank stocks

 

1,115

 

1,168

 

Other real estate owned

 

1,838

 

1,838

 

Premises and equipment, net

 

691

 

731

 

Accrued interest receivable

 

703

 

759

 

Prepaid Federal Deposit Insurance Corporation (FDIC) premiums

 

202

 

278

 

Other assets

 

246

 

211

 

Total assets

 

$

139,757

 

$

140,147

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Deposits

 

 

 

 

 

Noninterest-bearing demand

 

$

2,369

 

$

1,891

 

Interest-bearing demand

 

11,567

 

11,605

 

Savings and money market

 

64,416

 

57,132

 

Time deposits

 

36,100

 

40,327

 

Total deposits

 

114,452

 

110,955

 

 

 

 

 

 

 

Securities sold under agreements to repurchase

 

957

 

143

 

Federal funds purchased

 

 

200

 

Accrued interest payable

 

79

 

91

 

Accounts payable

 

329

 

260

 

FHLB advances

 

5,500

 

10,000

 

Other liabilities

 

162

 

173

 

Total liabilities

 

$

121,479

 

$

121,822

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (see Note 9)

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, $0.01 par value; 5,000,000 shares authorized; 2,553,671 shares issued and outstanding

 

$

26

 

$

26

 

Additional paid-in capital

 

26,041

 

25,980

 

Accumulated deficit

 

(8,065

)

(7,882

)

Accumulated other comprehensive income

 

276

 

201

 

Total stockholders’ equity

 

$

18,278

 

$

18,325

 

Total liabilities and stockholders’ equity

 

$

139,757

 

$

140,147

 

 

See Notes to Consolidated Financial Statements.

 

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Solera National Bancorp, Inc.

 

Statements of Operations for the Three Months Ended March 31, 2011 and 2010

(unaudited)

 

 

 

For the Three Months
Ended March 31,

 

($ in thousands, except share data) 

 

2011

 

2010

 

Interest income:

 

 

 

 

 

Interest and fees on loans

 

$

824

 

$

726

 

Interest on federal funds sold

 

 

1

 

Interest on investment securities

 

673

 

829

 

Dividends on FHLB and Federal Reserve Bank stocks

 

9

 

12

 

Other interest income

 

1

 

5

 

Total interest income

 

1,507

 

1,573

 

Interest expense:

 

 

 

 

 

Deposits

 

369

 

518

 

FHLB advances

 

57

 

76

 

Federal funds purchased and securities sold under agreements to repurchase

 

2

 

2

 

Other borrowings

 

2

 

3

 

Total interest expense

 

430

 

599

 

 

 

 

 

 

 

Net interest income

 

1,077

 

974

 

 

 

 

 

 

 

Provision for loan losses

 

 

115

 

Net interest income after provision for loan losses

 

1,077

 

859

 

Noninterest income:

 

 

 

 

 

Service charges and fees

 

18

 

17

 

(Loss) / gain on available-for-sale securities

 

(2

)

263

 

Total noninterest income

 

16

 

280

 

Noninterest expense:

 

 

 

 

 

Salaries and employee benefits

 

705

 

544

 

Occupancy

 

133

 

139

 

Professional fees

 

126

 

130

 

Other general and administrative

 

312

 

223

 

Total noninterest expense

 

1,276

 

1,036

 

 

 

 

 

 

 

Net (loss) / income before income taxes

 

(183

)

103

 

 

 

 

 

 

 

Income taxes

 

 

 

 

 

 

 

 

 

Net (loss) / income

 

$

(183

)

$

103

 

 

 

 

 

 

 

Basic (loss) / earnings per share

 

$

(0.07

)

$

0.04

 

 

 

 

 

 

 

Diluted (loss) / earnings per share

 

$

(0.07

)

$

0.04

 

 

 

 

 

 

 

Weighted-average common shares

 

 

 

 

 

Basic

 

2,553,671

 

2,553,671

 

Diluted

 

2,553,671

 

2,553,671

 

 

See Notes to Consolidated Financial Statements.

 

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Solera National Bancorp, Inc.

 

Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2011 and 2010

(unaudited)

 

 

 

 

 

 

 

Additional

 

 

 

Accumulated
Other

 

 

 

($ in thousands, except share data)

 

Shares
Outstanding

 

Common
Stock

 

Paid-in
Capital

 

Accumulated
Deficit

 

Comprehensive
Income

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

2,553,671

 

$

26

 

$

25,768

 

$

(8,016

)

$

956

 

$

18,734

 

Stock-based compensation

 

 

 

46

 

 

 

46

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

103

 

 

103

 

Net change in unrealized gains on investment securities available-for-sale

 

 

 

 

 

435

 

435

 

Less: reclassification adjustment for net gains included in income

 

 

 

 

 

(263

)

(263

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

275

 

Balance at March 31, 2010

 

2,553,671

 

$

26

 

$

25,814

 

$

(7,913

)

$

1,128

 

$

19,055

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

2,553,671

 

$

26

 

$

25,980

 

$

(7,882

)

$

201

 

$

18,325

 

Stock-based compensation

 

 

 

61

 

 

 

61

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

(183

)

 

(183

)

Net change in unrealized gains on investment securities available-for-sale

 

 

 

 

 

73

 

73

 

Less: reclassification adjustment for net losses included in income

 

 

 

 

 

2

 

2

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

(108

)

Balance at March 31, 2011

 

2,553,671

 

$

26

 

$

26,041

 

$

(8,065

)

$

276

 

$

18,278

 

 

See Notes to Consolidated Financial Statements.

 

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Table of Contents

 

Solera National Bancorp, Inc.

 

Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010

(unaudited)

 

 

 

For the Three Months

 

 

 

Ended March 31,

 

($ in thousands)

 

2011

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net (loss) / income

 

$

(183

)

$

103

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

60

 

42

 

Provision for loan losses

 

 

115

 

Net accretion of deferred loan fees/expenses

 

(12

)

(5

)

Net amortization of premiums on investment securities

 

149

 

87

 

Loss / (gain) on available-for-sale investment securities

 

2

 

(263

)

Federal Home Loan Bank stock dividend

 

(1

)

(4

)

Recognition of stock-based compensation on stock options

 

61

 

46

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accrued interest receivable

 

56

 

139

 

Other assets

 

(56

)

(108

)

Prepaid FDIC premiums

 

76

 

52

 

Accrued interest payable

 

(12

)

1

 

Accounts payable and other liabilities

 

70

 

(119

)

Deferred loan fees/expenses, net

 

5

 

14

 

Net cash provided by operating activities

 

$

215

 

$

100

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Purchase of investment securities, available-for-sale

 

$

(14,844

)

$

(17,420

)

Proceeds from sales of investment securities, available-for-sale

 

11,350

 

14,250

 

Proceeds from maturities/calls/pay downs of investment securities, available-for-sale

 

3,048

 

5,656

 

Loan payments received / (originations funded), net

 

699

 

(5,827

)

Redemption of Federal Reserve Bank stock

 

54

 

22

 

Purchase of premises and equipment

 

 

(4

)

Purchase of interest-bearing deposits with banks

 

 

(498

)

Maturity of interest-bearing deposits with banks

 

 

2,434

 

Net cash provided by / (used in) investing activities

 

$

307

 

$

(1,387

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Net increase in deposits

 

$

3,497

 

$

5,717

 

Net increase / (decrease) in federal funds purchased and securities sold under agreements to repurchase

 

614

 

(216

)

Repayment of FHLB advances

 

(4,500

)

(1,000

)

Principal payments on capital lease

 

(11

)

(11

)

Net cash (used in) / provided by financing activities

 

$

(400

)

$

4,490

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

$

122

 

$

3,203

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

 

 

 

 

Beginning of period

 

936

 

2,516

 

End of period

 

$

1,058

 

$

5,719

 

 

(continued)

 

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Solera National Bancorp, Inc.

 

Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010, (continued)

(unaudited)

 

 

 

For the Three Months
Ended March 31,

 

($ in thousands)

 

2011

 

2010

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

442

 

$

598

 

Income taxes paid

 

$

 

$

 

Non-cash investing transactions:

 

 

 

 

 

Unrealized gain on investment securities, available-for-sale

 

$

75

 

$

172

 

 

See Notes to Consolidated Financial Statements.

 

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SOLERA NATIONAL BANCORP, INC.

 

UNAUDITED CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — SUMMARY OF ORGANIZATION

 

Solera National Bancorp, Inc. (the “Company”), is a Delaware corporation that was incorporated in 2006 to organize and serve as the holding company for Solera National Bank (the “Bank”), a national bank that opened for business on September 10, 2007.  Solera National Bank is a full-service community, commercial bank headquartered in Lakewood, Colorado primarily serving the six-county Denver metropolitan area.

 

NOTE 2 — BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of March 31, 2011, and the results of its operations for the three months ended March 31, 2011 and 2010.  Cash flows are presented for the three months ended March 31, 2011 and 2010.  Certain reclassifications have been made to the consolidated financial statements and related notes of prior periods to conform to the current presentation. These reclassifications had no impact on stockholders’ equity or net (loss)/income for the periods. Additionally, certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission.  The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading.  However, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2010.

 

The Company received approval as a bank in organization in the first quarter of 2007, conducted an initial closing of its common stock offering and commenced banking operations during the third quarter of 2007.  The attainment of sustained profitable operations are dependent on future events, including the successful execution of the Company’s business plan and achieving a level of revenue adequate to support the Company’s cost structure.

 

Critical Accounting Policies

 

The following is a description of the Company’s significant accounting policies used in the preparation of the accompanying consolidated financial statements.

 

Provision and allowance for loan losses:  Implicit in the Company’s lending activities is the fact that loan losses will be experienced and that the risk of loss will vary with the type of loans being made and the creditworthiness of the borrowers over the terms of the loans. The allowance for loan losses represents the Company’s recognition of the risks of extending credit and its evaluation of the loan portfolio.  The evaluation of the allowance is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.  The allowance for loan losses is maintained at a level considered adequate to provide for probable loan losses based on management’s assessment of various factors affecting the loan portfolio, including a review of problem loans, business conditions, historical loss experience, evaluation of the quality of the underlying collateral, and holding and disposal costs. In addition, because the Bank has limited history on which to base future loan losses, a comparison of peer group allowance ratios to gross loans is made with the intention of maintaining similar levels until the Bank has sufficient historical data to see trends in our own loss history.  The allowance for loan losses is increased by provisions charged to expense and reduced by loans charged-off, net of recoveries.  Loan losses are charged against the allowance for loan losses when management believes the loan balance is uncollectible.

 

The Company has established a formal process for determining an adequate allowance for loan losses.  The allowance for loan losses calculation has two components.  The first component represents the allowance for loan losses for impaired loans; that is loans where the Company believes collection of the contractual principal and interest payments is not probable.  To determine this component of the calculation, impaired loans are individually evaluated by either discounting the expected future cash flows or determining the fair value of the

 

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collateral, if repayment is expected solely from collateral.  The fair value of the collateral is determined using internal analyses as well as third-party information, such as appraisals.  That value, less estimated costs to sell, is compared to the recorded investment in the loan and any shortfall is charged-off.  Unsecured loans and loans that are not collateral-dependent are evaluated by calculating the discounted cash flow of the payments expected over the life of the loan using the loan’s effective interest rate and giving consideration to currently existing factors that would impact the amount or timing of the cash flows.  The shortfall between the recorded investment in the loan and the discounted cash flows, or the fair value of the collateral less estimated costs to sell, represents the first component of the allowance for loan losses.

 

The second component of the allowance for loan losses represents contingent losses — the estimated probable losses inherent within the portfolio due to uncertainties.  Factors considered by management to estimate inherent losses include, but are not limited to, 1) historical and current trends in downgraded loans; 2) the level of the allowance in relation to total loans; 3) the level of the allowance in relation to the Bank’s peer group; 4) the levels and trends in non-performing and past due loans; and 5) management’s assessment of economic conditions and certain qualitative factors as defined by bank regulatory guidance, including but not limited to, changes in the size, composition and concentrations of the loan portfolio, changes in the legal and regulatory environment, and changes in lending management.  The qualitative factors also consider the risk elements within each segment of the loan portfolio.  The primary risk comes from the difference between the expected and actual cash flows of the borrower and is influenced by the type of collateral securing the loans.  For real estate secured loans, conditions in the real estate markets as well as the general economy influence real estate values and may impact the Company’s ability to recover its investment due to declines in the fair value of the underlying collateral.  The risks in non real-estate secured loans include general economic conditions as well as interest rate changes.  We aggregate our loans into portfolio segments including:  Commercial Real Estate Secured; Residential Real Estate Secured; Commercial and Industrial; and Consumer.  We then evaluate the above factors by segment and assign probable loss ranges to each segment.  The aggregate of these segments represents the contingent losses in the portfolio.

 

The recorded allowance for loan losses is the aggregate of the impaired loans component and the contingent loss component.  Our methodology for estimating the allowance has not changed during the current or prior reporting period and is consistent across all portfolio segments and classes of loans.

 

At March 31, 2011, the Company had an allowance for loan losses of $1.2 million.  Management believes that this allowance for loan losses is adequate to cover probable losses based on all currently available evidence. Future additions to the allowance for loan losses may be required based on management’s continuing evaluation of the inherent risks in the portfolio.  Additional provisions for loan losses may need to be recorded if the economy declines, asset quality deteriorates, or the loss experience changes.

 

Loans Receivable:  Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances reduced by any charge-offs, the allowance for loan losses, and net of any deferred fees or costs on originated loans.

 

Credit and loan decisions are made by management and the Board of Directors in conformity with loan policies established by the Board of Directors. The Company’s practice is to charge-off any loan or portion of a loan when the loan is determined by management to be uncollectible due to the borrower’s failure to meet repayment terms, the borrower’s deteriorated financial condition, the depreciation of the underlying collateral, the loan’s classification as a loss by regulatory examiners, or other reasons.

 

The Company considers a loan to be impaired when it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement.  Measurement of impairment is based on the expected future cash flows of an impaired loan, which are to be discounted at the loan’s effective interest rate, or measured by reference to an observable market value, if one exists, or the fair value of the collateral for a collateral-dependent loan. The Company selects the measurement method on a loan-by-loan basis except that collateral-dependent loans for which foreclosure is probable are measured at the fair value of the collateral. The Company recognizes interest income on impaired loans based on its existing methods of recognizing interest income on nonaccrual loans (see Interest and Fees on Loans, below).

 

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Interest and Fees on Loans:  Interest income is recognized daily in accordance with the terms of the note based on the outstanding principal balance. Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on loans is discontinued when principal or interest is 90 days past due based on contractual terms of the loan or when, in the opinion of management, there is reasonable doubt as to collectability. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to all principal and interest.

 

Generally, for all classes of loans, loans are considered past due when contractual payments are delinquent by 31 days or more.

 

Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan using the effective interest method and without anticipating prepayments.

 

Share-based compensation:  The Company grants stock options as incentive compensation to employees and directors.  The cost of employee/director services received in exchange for an award of equity instruments is based on the grant-date fair value of the award, which is determined using a Black-Scholes-Merton model.  This cost, net of estimated forfeitures, is expensed to salaries and employee benefits over the period which the recipient is required to provide services in exchange for the award, generally the vesting period.

 

Estimation of fair value:  The estimation of fair value is significant to a number of the Company’s assets, including available-for-sale investment securities. These are all recorded at either fair value or at the lower of cost or fair value.  Furthermore, accounting principles generally accepted in the United States require disclosure of the fair value of financial instruments as a part of the notes to the consolidated financial statements.  Fair values are volatile and may be influenced by a number of factors, including market interest rates, prepayment speeds, discount rates and the shape of the yield curve.  Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the most advantageous market for the asset or liability in an orderly transaction between market participants. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values:

 

Level 1 —         inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 —         inputs are other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or 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 include use of option pricing models, discounted cash flow models and similar techniques.

 

Impairment of investment securities:  Investment securities are evaluated for impairment on at least a quarterly basis and more frequently when economic or market conditions warrant such an evaluation to determine whether a decline in their value below amortized cost is other-than-temporary.  Securities are evaluated for impairment utilizing criteria such as the magnitude and duration of the decline, current market conditions, payment history, the credit worthiness of the obligor, the intent of the Company to retain the security or whether it is more likely than not that the Company will be required to sell the security before recovery of the value, as well as other qualitative factors.  If a decline in value below amortized cost is determined to be other-than-temporary, which does not necessarily indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not favorable, the security is reviewed in more detail in order to determine the portion of the impairment that relates to credit (resulting in a charge to earnings) versus the portion of the impairment that is noncredit related (resulting in a charge to accumulated other comprehensive income).  If it is

 

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more likely than not that sale of the security will be required prior to recovery of its amortized cost, the entire impairment is recognized in earnings equal to the difference between the amortized cost basis and the fair value.  A credit loss is determined by comparing the amortized cost basis to the present value of cash flows expected to be collected, computed using the original yield as the discount rate.

 

Recently Issued Accounting Pronouncements

 

In January 2010, the Financial Accounting Standards Board, (“FASB”) issued guidance requiring increased fair value disclosures.  There are two components to the increased disclosure requirements set forth in the update:  (1) a description of, as well as the disclosure of, the dollar amount of transfers in or out of level one or level two; and (2) in the reconciliation for fair value measurements using significant unobservable inputs (level three), a reporting entity should present separately information about purchases, sales, issuances and settlements (that is, gross amounts shall be disclosed as opposed to a single net figure). The adoption of this standard added additional disclosures to our financial statement footnotes but did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

In April 2010, the FASB issued accounting guidance for loan modifications when the loan is part of a pool of loans accounted for as a single asset.  Diversity in practice developed surrounding how to account for loans that are part of a pool subsequent to a modification that would constitute a troubled debt restructuring.  To eliminate the diversity in practice, the new guidance requires loans that are accounted for as part of a pool to continue to be accounted for as part of the pool subsequent to a modification, even if the modification constitutes a troubled debt restructuring.  Upon adoption of the update an entity may make a one time election to terminate accounting for loans in a pool, and the election may be applied on a pool by pool basis.  This accounting treatment for the modification of loans accounted for as part of pools is effective for all interim and annual reporting periods beginning on or after July 15, 2010.  As the Company does not currently have any pools of loans accounted for as a single asset, the Company was unaffected by the adoption of this new standard.

 

In July 2010, the FASB updated disclosure requirements with respect to the credit quality of loans and leases and the allowance for credit losses.  According to the guidance there are two levels of detail at which credit information will be presented - the portfolio segment level and the class level.  The portfolio segment level is the aggregated level used by the company in developing their systematic method for calculating the allowance for credit losses.  The class level represents a more detailed level of categorization than the portfolio segment level.  Companies will be required to provide new or amended disclosures as a result of this update geared towards providing more detail about the company’s allowance for loan losses, nonaccrual and impaired loans and leases, credit quality indicators and past due statistics, among other things.  The increased disclosure requirements became effective for periods ending on or after December 15, 2010, with the exception of the additional disclosures surrounding troubled debt restructurings, which were deferred in December 2010 and will become effective for periods beginning on or after June 15, 2011.  The provisions of this update expanded our disclosures with respect to the Allowance for Loan Losses.

 

In April 2011, the FASB issued an accounting standard update to amend previous guidance with respect to troubled debt restructurings in an effort to assist creditors with determining whether or not a restructuring constitutes a troubled debt restructuring. Specifically, the update provides additional guidance for determining whether a concession has been granted and whether a debtor is experiencing financial difficulties. Both of these conditions are required to be met for a restructuring to constitute a troubled debt restructuring. The amendments in the update are effective for the first interim period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. The provisions of this update are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

In April 2011, the FASB issued an accounting standard update to amend previous guidance with respect to effective control for repurchase agreements.  The amendments in this update remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The FASB concluded that this criterion is not a determining factor of effective control. Consequently, the amendments in this update also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets. Eliminating the transferor’s ability criterion and related implementation guidance from an entity’s assessment of effective control should improve the accounting for repurchase agreements and other similar transactions. If the transferor is deemed to have maintained effective control over the financial assets

 

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transferred, the transaction is accounted for as a secured borrowing.  The guidance in this update is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted.  The provisions of this update are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

NOTE 3 — INVESTMENTS

 

The amortized costs and estimated fair values of investment securities as of March 31, 2011 and December 31, 2010 are as follows:

 

 

 

March 31, 2011

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

 

($ in thousands)

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

2,848

 

$

30

 

$

 

$

2,878

 

Corporate

 

11,982

 

190

 

(159

)

12,013

 

State and municipal

 

19,997

 

292

 

(325

)

19,964

 

Residential agency mortgage-backed securities (“MBS”)

 

41,579

 

499

 

(251

)

41,827

 

Total securities available-for-sale

 

$

76,406

 

$

1,011

 

$

(735

)

$

76,682

 

 

 

 

December 31, 2010

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Estimated

 

($ in thousands)

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Securities available-for-sale:

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

5,841

 

$

36

 

$

(25

)

$

5,852

 

Corporate

 

11,486

 

177

 

(190

)

11,473

 

State and municipal

 

22,936

 

361

 

(472

)

22,825

 

Residential agency MBS

 

35,849

 

614

 

(300

)

36,163

 

Total securities available-for-sale

 

$

76,112

 

$

1,188

 

$

(987

)

$

76,313

 

 

The amortized cost and estimated fair value of debt securities by contractual maturity at March 31, 2011 and December 31, 2010 are shown below.  Agency mortgage-backed securities are classified in accordance with their contractual lives.  Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepay penalties.  Additionally, accelerated principal payments are routinely received on agency mortgage-backed securities making it common for them to mature prior to the contractual maturity date.

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

Amortized

 

Estimated Fair

 

Amortized

 

Estimated Fair

 

($ in thousands)

 

Cost

 

Value

 

Cost

 

Value

 

Securities available-for-sale

 

 

 

 

 

 

 

 

 

Due within one year

 

$

 

$

 

$

 

$

 

Due after one year through five years

 

6,920

 

7,064

 

4,329

 

4,439

 

Due after five years through ten years

 

28,189

 

28,096

 

30,862

 

30,672

 

Due after ten years

 

41,297

 

41,522

 

40,921

 

41,202

 

Total securities available-for-sale

 

$

76,406

 

$

76,682

 

$

76,112

 

$

76,313

 

 

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The following tables show the estimated fair value and gross unrealized losses, aggregated by investment category and length of time the individual securities have been in a continuous loss position as of March 31, 2011 and December 31, 2010.

 

 

 

March 31, 2011

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

($ in thousands)

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Description of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

 

$

 

 

$

 

$

 

 

$

 

$

 

 

Corporate

 

7,238

 

(143

)

12

 

484

 

(16

)

1

 

7,722

 

(159

)

13

 

State and municipal

 

10,290

 

(325

)

17

 

 

 

 

10,290

 

(325

)

17

 

Residential agency MBS

 

15,790

 

(251

)

17

 

 

 

 

15,790

 

(251

)

17

 

Total temporarily-impaired

 

$

33,318

 

$

(719

)

46

 

$

484

 

$

(16

)

1

 

$

33,802

 

$

(735

)

47

 

 

 

 

December 31, 2010

 

 

 

Less than 12 months

 

12 months or more

 

Total

 

($ in thousands)

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Estimated
Fair Value

 

Unrealized
Losses

 

# of
Securities

 

Description of securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies

 

$

1,975

 

$

(25

)

4

 

$

 

$

 

 

$

1,975

 

$

(25

)

4

 

Corporate

 

6,625

 

(190

)

11

 

 

 

 

6,625

 

(190

)

11

 

State and municipal

 

12,634

 

(472

)

22

 

 

 

 

12,634

 

(472

)

22

 

Residential agency MBS

 

16,723

 

(300

)

17

 

 

 

 

16,723

 

(300

)

17

 

Total temporarily-impaired

 

$

37,957

 

$

(987

)

54

 

$

 

$

 

 

$

37,957

 

$

(987

)

54

 

 

Management evaluates investment securities for other-than-temporary impairment taking into consideration the extent and length of time the fair value has been less than cost, the financial condition of the issuer, whether the Company has the intent to retain the security and whether it is more-likely-than-not that the Company will be required to sell the security before recovery of the value, as well as other qualitative factors.  As of March 31 2011, the Company recognized other-than-temporary impairment of approximately $67,000 related to five securities that management had the intent to sell before recovery of value.  No other securities were determined to be other than temporarily impaired.  Only one security was in a continuous unrealized loss position for 12 months or longer as of March 31, 2011.  Management believes this decline is related to interest rate changes and that the entire amortized cost basis of the security will be collected.  Further, the Company has the intent to hold the securities in an unrealized loss position as of March 31, 2011 and does not anticipate that these securities will be required to be sold before recovery of value, which may be upon maturity.  Accordingly, the securities detailed in the table above, are not other than temporarily impaired.  Similarly, management’s evaluation of the securities in an unrealized loss position at December 31, 2010, determined these securities were not other than temporarily impaired.

 

The Company recorded a net unrealized gain in the investment portfolio of $276,000 at March 31, 2011, a slight increase over the $201,000 net unrealized gain at December 31, 2010.

 

Sales of available-for-sale securities were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2011

 

2010

 

Proceeds

 

$

11,350

 

$

14,250

 

Gross gains

 

$

146

 

$

281

 

Gross losses

 

$

(81

)

$

(18

)

 

Realized gains and losses on sales are computed on a specific identification basis based on amortized cost on the date of sale.

 

Securities with carrying values of $20.5 million at March 31, 2011 and $22.7 million at December 31, 2010, were pledged as collateral to secure public deposits, borrowings from the FHLB, repurchase agreements and for other purposes as required or permitted by law.

 

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NOTE 4 — LOANS

 

The composition of the loan portfolio follows:

 

($ in thousands)

 

March 31, 2011

 

December 31, 2010

 

Real estate — commercial

 

$

38,724

 

$

38,504

 

Commercial and industrial

 

8,377

 

8,732

 

Real estate — residential

 

7,881

 

7,868

 

Construction and land development

 

1,853

 

1,894

 

Lease financing

 

1,264

 

1,359

 

Consumer

 

100

 

540

 

Gross loans

 

58,199

 

58,897

 

Less:

Deferred loan (fees) / expenses, net

 

(68

)

(75

)

 

Allowance for loan losses

 

(1,175

)

(1,175

)

Loans, net

 

$

56,956

 

$

57,647

 

 

No loans were purchased during first quarter 2011.  During first quarter 2010, the Company purchased loans totaling approximately $1.1 million from banks and other entities.

 

In the ordinary course of business, and only if consistent with permissible exceptions to Section 402 of the Sarbanes- Oxley Act of 2002, the Bank may make loans to directors, executive officers, principal stockholders (holders of more than five percent of the outstanding common shares) and the businesses with which they are associated.  In the Company’s opinion, all loans and loan commitments to such parties are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons.

 

There were approximately $2.1 million in loans receivable from related parties at March 31, 2011 and December 31, 2010.

 

The Company’s loan portfolio generally consists of loans to borrowers within Colorado.  Although the Company seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, the Company’s loan portfolio consists primarily of real estate loans secured by real estate located in Colorado, making the value of the portfolio more susceptible to declines in real estate values and other changes in economic conditions in Colorado.  No single borrower can be approved for a loan over the Bank’s current legal lending limit of approximately $2.5 million.  This regulatory requirement helps to ensure the Bank’s exposure to one individual customer is limited.

 

NOTE 5 — ALLOWANCE FOR LOAN LOSSES

 

Activity in the allowance for loan losses for the three months ended March 31, 2011 and 2010 is summarized as follows:

 

 

 

Three Months Ended
March 31,

 

($ in thousands)

 

2011

 

2010

 

 

 

 

 

 

 

Balance, beginning of period

 

$

1,175

 

$

830

 

Loans charged-off

 

 

 

Recoveries on loans previously charged-off

 

 

 

Provision for loan losses

 

 

115

 

Balance, end of period

 

$

1,175

 

$

945

 

 

The following table presents the ending balances in loans and allowance for loan losses, broken down by portfolio segment as of March 31, 2011 and December 31, 2010.  Additionally, the table provides a rollfoward by portfolio segment of the allowance for loan losses for the current period only.  Portfolio segment is defined, under current U.S. GAAP, as the level of aggregation used by the Company to calculate its allowance for loan losses.  Our

 

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portfolio segments are based on how loans are categorized on the Consolidated Report of Condition and Income, which is primarily based on the collateral securing the loan.  We have four main portfolio segments as follows:  Commercial Real Estate Secured — loans secured by nonfarm, nonresidential properties; Residential Real Estate Secured — loans secured by 1-4 family residential properties or land; Commercial and Industrial — loans to businesses not secured by real estate; and Consumer — loans to individuals not secured by real estate.  The table also identifies the recorded investment in loans and the related allowance that corresponds to individual versus collective impairment evaluation as derived from the Company’s systematic methodology of estimating the allowance for loan losses (see additional discussion about our allowance methodology under Note 2 — Basis of Presentation, Critical Accounting Policies, Provision and Allowance for Loan Losses).

 

Rollforward of Allowance for Loan Losses by Portfolio Segment

March 31, 2011

 

($ in thousands)

 

Commercial
Real Estate
Secured

 

Residential
Real Estate
Secured

 

Commercial
and
Industrial

 

Consumer

 

Total

 

Balance at December 31, 2010

 

$

360

 

$

478

 

$

336

 

$

1

 

$

1,175

 

Charge-offs

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

Provision for loan losses

 

58

 

23

 

(81

)

 

 

Balance at March 31, 2011

 

$

418

 

$

501

 

$

255

 

$

1

 

$

1,175

 

 

Ending Balances in Loans and Allowance for Loan Losses by Portfolio Segment

March 31, 2011

 

($ in thousands)

 

Commercial
Real Estate
Secured

 

Residential
Real Estate
Secured

 

Commercial
and Industrial

 

Consumer

 

Total

 

Loans

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

879

 

$

1,064

 

$

750

 

$

 

$

2,693

 

Collectively evaluated for impairment

 

32,676

 

13,972

 

8,758

 

100

 

55,506

 

Total

 

$

33,555

 

$

15,036

 

$

9,508

 

$

100

 

$

58,199

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

$

88

 

$

30

 

$

 

$

118

 

Collectively evaluated for impairment

 

418

 

413

 

225

 

1

 

1,057

 

Total

 

$

418

 

$

501

 

$

255

 

$

1

 

$

1,175

 

 

Ending Balances in Loans and Allowance for Loan Losses by Portfolio Segment

December 31, 2010

 

($ in thousands)

 

Commercial
Real Estate
Secured

 

Residential
Real Estate
Secured

 

Commercial
and Industrial

 

Consumer

 

Total

 

Loans

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

898

 

$

1,081

 

$

141

 

$

 

$

2,120

 

Collectively evaluated for impairment

 

32,227

 

14,554

 

9,950

 

46

 

56,777

 

Total

 

$

33,125

 

$

15,635

 

$

10,091

 

$

46

 

$

58,897

 

Allowance for loan losses

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

 

$

87

 

$

 

$

 

$

87

 

Collectively evaluated for impairment

 

360

 

391

 

336

 

1

 

1,088

 

Total

 

$

360

 

$

478

 

$

336

 

$

1

 

$

1,175

 

 

Impaired Loans

 

The following tables provide detail of impaired loans broken out according to class as of March 31, 2011 and December 31, 2010.  The class level represents a slightly more detailed level than the portfolio segment level.  There was one impaired loan, totaling $1.0 million, as of March 31, 2010.  The recorded investment represents the customer balance less any partial charge-offs and excludes any accrued interest receivable since the majority of the

 

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loans were on nonaccrual status and therefore did not have interest accruing.  The unpaid principal balance represents the unpaid principal prior to any partial charge-off.

 

 

 

Impaired Loans by Class as of March 31, 2011

 

($ in thousands)

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Average
Recorded
Investment
YTD

 

Interest
Income
Recognized
YTD

 

Impaired loans with no related allowance

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

1,210

 

$

1,210

 

$

 

$

1,219

 

$

 

Commercial and industrial

 

834

 

834

 

 

903

 

12

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

381

 

590

 

 

383

 

 

Consumer

 

 

 

 

 

 

Total

 

$

2,425

 

$

2,634

 

$

 

$

2,505

 

$

12

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a related allowance

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

161

 

$

532

 

$

88

 

$

161

 

$

 

Commercial and industrial

 

107

 

107

 

30

 

130

 

2

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

 

$

268

 

$

639

 

$

118

 

$

291

 

$

2

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

1,371

 

$

1,742

 

$

88

 

$

1,380

 

$

 

Commercial and industrial

 

941

 

941

 

30

 

1,033

 

14

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

381

 

590

 

 

383

 

 

Consumer

 

 

 

 

 

 

Total

 

$

2,693

 

$

3,273

 

$

118

 

$

2,796

 

$

14

 

 

17



Table of Contents

 

 

 

Impaired Loans by Class as of December 31, 2010

 

($ in thousands)

 

Recorded
Investment

 

Unpaid
Principal
Balance

 

Related
Allowance

 

Average
Recorded
Investment
YTD

 

Interest
Income
Recognized
YTD

 

Impaired loans with no related allowance

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

1,228

 

$

1,229

 

$

 

$

2,542

 

$

 

Commercial and industrial

 

338

 

338

 

 

350

 

15

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

393

 

602

 

 

594

 

 

Consumer

 

 

 

 

 

 

Total

 

$

1,959

 

$

2,169

 

$

 

$

3,486

 

$

15

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with a related allowance

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

161

 

$

532

 

$

87

 

$

262

 

$

 

Commercial and industrial

 

 

 

 

 

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

 

$

161

 

$

532

 

$

87

 

$

262

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans

 

 

 

 

 

 

 

 

 

 

 

Real estate — commercial

 

$

1,389

 

$

1,761

 

$

87

 

$

2,804

 

$

 

Commercial and industrial

 

338

 

338

 

 

350

 

15

 

Real estate — residential

 

 

 

 

 

 

Construction and land development

 

393

 

602

 

 

594

 

 

Consumer

 

 

 

 

 

 

Total

 

$

2,120

 

$

2,701

 

$

87

 

$

3,748

 

$

15

 

 

The impaired loans without a valuation allowance did not have a related allowance because they 1) have been partially charged-off, bringing them to their net realizable value, 2) are well-secured, or 3) are troubled debt restructurings that are performing in accordance with their new contractual terms and are secured by sufficient collateral.  Interest income was recognized on the troubled debt restructurings that were performing in accordance with their new contractual terms.

 

Troubled debt restructurings are included in impaired loans above.  At March 31, 2011, there were five loans totaling $1.7 million with terms that were modified in a troubled debt restructuring (TDR).  Of those, four TDRs had no specific allowance for loan losses because the loans are well collateralized or have been partially charged-off to their net realizable values.  At December 31, 2010, there were four loans for $1.5 million with terms that were modified in a troubled debt restructuring, with no specific allowance for loan losses because the loans were well collateralized.  The Company has not committed additional funds to the borrowers whose loans are classified as a troubled debt restructuring.  There were no troubled debt restructurings at March 31, 2010.

 

18



Table of Contents

 

Age Analysis of Loans

 

The following tables summarize, by class, our past due and nonaccrual loans as of the dates indicated.

 

 

 

Age Analysis of Loans by Class as of March 31, 2011

 

($ in thousands)

 

30-59
Days
Past Due

 

60-89
Days Past
Due

 

Past Due
90 Days or
More and
Still
Accruing

 

Nonaccrual

 

Total Past
Due and
Nonaccrual

 

Current

 

Total

 

Real estate — commercial

 

$

58

 

$

 

$

 

$

1,372

 

$

1,430

 

$

37,294

 

$

38,724

 

Commercial and industrial

 

250

 

 

 

654

 

904

 

8,737

 

9,641

 

Real estate — residential

 

 

 

 

 

 

7,881

 

7,881

 

Construction and land development

 

177

 

 

 

380

 

557

 

1,296

 

1,853

 

Consumer

 

8

 

 

 

 

8

 

92

 

100

 

Total

 

$

493

 

$

 

$

 

$

2,406

 

$

2,899

 

$

55,300

 

$

58,199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Age Analysis of Loans by Class as of December 31, 2010

 

($ in thousands)

 

30-59
Days
Past Due

 

60-89
Days Past
Due

 

Past Due
90 Days or
More and
Still
Accruing

 

Nonaccrual

 

Total Past
Due and
Nonaccrual

 

Current

 

Total

 

Real estate — commercial

 

$

187

 

$

 

$

 

$

1,390

 

$

1,577

 

$

36,927

 

$

38,504

 

Commercial and industrial

 

 

 

44

 

 

44

 

10,047

 

10,091

 

Real estate — residential

 

 

 

 

 

 

7,868

 

7,868

 

Construction and land development

 

 

 

 

393

 

393

 

1,501

 

1,894

 

Consumer

 

 

 

 

 

 

540

 

540

 

Total

 

$

187

 

$

 

$

44

 

$

1,783

 

$

2,014

 

$

56,883

 

$

58,897

 

 

Credit Quality Information

 

The Company uses the following definitions for risk ratings, which are consistent with the definitions used in supervisory guidance and are the same for all classes of loans:

 

Special Mention:

Loans in this category have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment at some future date.

 

 

Substandard:

Loans in this category are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. These loans have well-defined weaknesses that jeopardize the liquidation of the debt and have the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

 

Doubtful:

Loans in this category have all the weaknesses inherent in those classified as substandard, above, with the added characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

 

 

Loss:

Loans in this category are deemed not collectible and are charged-off.

 

Loans not meeting any of the definitions above are considered to be pass rated loans.

 

As of March 31, 2011, and based on the most recent analysis performed during the month of March 2011, the recorded investment in each risk category of loans by class of loan is as follows:

 

19



Table of Contents

 

 

 

Credit Quality of Loans by Class as of March 31, 2011

 

($ in thousands)

 

Pass

 

Special
Mention

 

Substandard

 

Doubtful

 

Total

 

Real estate — commercial

 

$

35,151

 

$

1,013

 

$

2,399

 

$

161

 

$

38,724

 

Commercial and industrial

 

6,637

 

1,965

 

932

 

107

 

9,641

 

Real estate — residential

 

6,387

 

1,494

 

 

 

7,881

 

Construction and land development

 

 

177

 

1,676

 

 

1,853

 

Consumer

 

100

 

 

 

 

100

 

Total

 

$

48,275

 

$

4,649

 

$

5,007

 

$

268

 

$

58,199

 

 

As of December 31, 2010, and based on the most recent analysis performed during the month of December 2010, the recorded investment in each risk category of loans by class of loan is as follows:

 

 

 

Credit Quality of Loans by Class as of December 31, 2010

 

($ in thousands)

 

Pass

 

Special
Mention

 

Substandard

 

Doubtful

 

Total

 

Real estate — commercial

 

$

34,903

 

$

1,017

 

$

2,423

 

$

161

 

$

38,504

 

Commercial and industrial

 

7,048

 

1,974

 

1,069

 

 

10,091

 

Real estate — residential

 

6,374

 

1,494

 

 

 

7,868

 

Construction and land development

 

 

179

 

1,715

 

 

1,894

 

Consumer

 

540

 

 

 

 

540

 

Total

 

$

48,865

 

$

4,664

 

$

5,207

 

$

161

 

$

58,897

 

 

The following table summarizes information regarding impaired loans at the dates indicated:

 

($ in thousands)

 

March 31,
2011

 

March 31,
2010

 

 

 

 

 

 

 

Impaired loans with a valuation allowance:

 

$

268

 

$

1,000

 

Impaired loans without a valuation allowance:

 

2,425

 

 

Total impaired loans

 

$

2,693

 

$

1,000

 

Valuation allowance related to impaired loans

 

$

118

 

$

185

 

Interest income recognized during impairment

 

$

14

 

$

 

 

Troubled debt restructurings are included in impaired loans above.

 

NOTE 6 — DEPOSITS

 

Deposits are summarized as follows:

 

 

 

March 31, 2011

 

December 31, 2010

 

($ in thousands)

 

Amount

 

% of
Total

 

Amount

 

% of
Total

 

Noninterest-bearing demand

 

$

2,369

 

2

%

$

1,891

 

2

%

Interest-bearing demand

 

11,567

 

10

 

11,605

 

10

 

Money market accounts

 

11,925

 

10

 

10,902

 

10

 

Savings accounts

 

52,491

 

46