Table
of Contents
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark
One)
x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2010
OR
o
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
to
.
Commission File No. 0-12870.
FIRST CHESTER COUNTY CORPORATION
(Exact name of Registrant as
specified in its charter)
Pennsylvania
|
|
23-2288763
|
(State or other jurisdiction of Incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
9 North High Street
West Chester, Pennsylvania 19380
(Address of principal
executive office)
(Zip code)
(484) 881-4000
(Registrants 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
x
No
o
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
o
No
o
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 the definitions of large accelerated filer, accelerated filer,
and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
The
number of shares outstanding of Common Stock of the registrant as of July 30,
2010 was
6,318,611
.
Table
of Contents
FORWARD-LOOKING
STATEMENTS
This Quarterly Report on
Form 10-Q contains forward-looking statements. These forward-looking statements are made in
good faith pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The words
may, could, should, would, believe, anticipate, estimate, expect,
intend, plan and similar expressions are intended to identify
forward-looking statements. References to we, our and the Corporation
refer to First Chester County Corporation, together in each case with our
consolidated subsidiaries unless the context suggests otherwise.
The forward-looking statements contained in this Quarterly Report on
Form 10-Q are based on current expectations, estimates, forecasts and
projections about the industry in which we operate and managements beliefs and
assumptions. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements, including as a
result of risks discussed in Part I, Item 1A. Risk Factors in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2009, and
in this Quarterly Report on Form 10-Q.
i
Table
of Contents
FIRST CHESTER COUNTY
CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL
INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
|
December 31,
|
|
(Dollars
in thousands)
|
|
2010
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
|
ASSETS
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
16,866
|
|
$
|
20,853
|
|
Federal funds sold and other overnight investments
|
|
1,062
|
|
1,721
|
|
Interest bearing deposits
|
|
189,534
|
|
124,107
|
|
Total cash and cash equivalents
|
|
207,462
|
|
146,681
|
|
|
|
|
|
|
|
Investment securities available-for-sale, at fair
value
|
|
65,296
|
|
82,698
|
|
|
|
|
|
|
|
Loans and leases
|
|
884,269
|
|
901,889
|
|
Less: allowance for loan and lease losses
|
|
(22,464
|
)
|
(23,217
|
)
|
Net loans and leases
|
|
861,805
|
|
878,672
|
|
|
|
|
|
|
|
Premises and equipment, net
|
|
19,799
|
|
20,513
|
|
Deferred tax asset, net
|
|
2,325
|
|
2,593
|
|
Bank owned life insurance
|
|
1,492
|
|
1,474
|
|
Other real estate owned
|
|
2,918
|
|
3,692
|
|
Other assets
|
|
22,296
|
|
32,560
|
|
Discontinued assets (see Note 6):
|
|
|
|
|
|
Mortgage loans and related derivative instruments
|
|
106,311
|
|
205,150
|
|
Other discontinued assets held for sale
|
|
3,261
|
|
3,203
|
|
Total assets
|
|
$
|
1,292,965
|
|
$
|
1,377,236
|
|
LIABILITIES
|
|
|
|
|
|
Deposits
|
|
|
|
|
|
Non-interest-bearing
|
|
$
|
153,601
|
|
$
|
155,647
|
|
Interest-bearing (including certificates of
deposit over $100 thousand of $207,762 and $250,757 at March 31, 2010 and
December 31, 2009, respectively)
|
|
919,239
|
|
954,653
|
|
Total deposits
|
|
1,072,840
|
|
1,110,300
|
|
Federal Home Loan Bank advances and other
borrowings
|
|
130,254
|
|
172,897
|
|
Subordinated debentures
|
|
20,795
|
|
20,795
|
|
Other liabilities
|
|
11,031
|
|
13,097
|
|
Discontinued liabilities (see Note 6)
|
|
3,174
|
|
3,245
|
|
Total liabilities
|
|
1,238,094
|
|
1,320,334
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
Common stock, par value $1.00; authorized
25,000,000 shares; Outstanding, 6,354,475 at March 31, 2010 and
December 31, 2009
|
|
6,354
|
|
6,354
|
|
Additional paid-in capital
|
|
23,714
|
|
23,678
|
|
Retained earnings
|
|
23,952
|
|
25,753
|
|
Accumulated other comprehensive income (loss)
|
|
29
|
|
(499
|
)
|
Treasury stock, at cost: 28,945 shares and 13,702
shares at March 31, 2010 and December 31, 2009, respectively
|
|
(366
|
)
|
(209
|
)
|
Total First Chester County Corporation
stockholders equity
|
|
53,683
|
|
55,077
|
|
Non-controlling interests
|
|
1,188
|
|
1,825
|
|
Total equity
|
|
54,871
|
|
56,902
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,292,965
|
|
$
|
1,377,236
|
|
The accompanying notes are
an integral part of these statements.
2
Table
of Contents
FIRST CHESTER COUNTY
CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(
UNAUDITED
)
|
|
Three
Months Ended
March 31,
|
|
(Dollars in thousands - except per share)
|
|
2010
|
|
2009
|
|
INTEREST INCOME
|
|
|
|
|
|
Loans and leases, including fees
|
|
$
|
12,371
|
|
$
|
13,209
|
|
Investment securities
|
|
430
|
|
1,230
|
|
Federal funds sold and deposits in banks
|
|
121
|
|
23
|
|
Total interest income
|
|
12,922
|
|
14,462
|
|
|
|
|
|
|
|
INTEREST EXPENSE
|
|
|
|
|
|
Deposits
|
|
2,941
|
|
3,868
|
|
Subordinated debt
|
|
271
|
|
174
|
|
Federal Home Loan Bank and other borrowings
|
|
1,435
|
|
1,459
|
|
Total interest expense
|
|
4,647
|
|
5,501
|
|
|
|
|
|
|
|
Net interest income
|
|
8,275
|
|
8,961
|
|
|
|
|
|
|
|
Provision for loan and lease losses
|
|
266
|
|
1,387
|
|
Net interest income after provision for loan
and lease losses
|
|
8,009
|
|
7,574
|
|
|
|
|
|
|
|
NON-INTEREST INCOME
|
|
|
|
|
|
Wealth management and advisory services
|
|
888
|
|
918
|
|
Service charges on deposit accounts
|
|
586
|
|
632
|
|
Losses on sales of investment securities, net
|
|
|
|
(88
|
)
|
Operating lease rental income
|
|
257
|
|
340
|
|
Net (loss) gains on sales of fixed assets and OREO
|
|
(48
|
)
|
46
|
|
Bank owned life insurance
|
|
18
|
|
13
|
|
Write-down of other real estate owned
|
|
(1,333
|
)
|
|
|
Other
|
|
645
|
|
533
|
|
|
|
|
|
|
|
Total non-interest income
|
|
1,013
|
|
2,394
|
|
|
|
|
|
|
|
NON-INTEREST EXPENSE
|
|
|
|
|
|
Salaries and employee benefits
|
|
3,582
|
|
5,233
|
|
Occupancy, equipment and data processing
|
|
1,753
|
|
1,776
|
|
Depreciation expense on operating leases
|
|
208
|
|
280
|
|
FDIC deposit insurance
|
|
670
|
|
413
|
|
Bank shares tax
|
|
239
|
|
234
|
|
Professional services
|
|
1,814
|
|
576
|
|
Marketing
|
|
225
|
|
174
|
|
Other real estate expense
|
|
61
|
|
5
|
|
Communications expense
|
|
191
|
|
211
|
|
Other
|
|
883
|
|
866
|
|
|
|
|
|
|
|
Total non-interest expense
|
|
9,626
|
|
9,768
|
|
|
|
|
|
|
|
(Loss) income from continuing operations before
income taxes
|
|
(604
|
)
|
200
|
|
|
|
|
|
|
|
INCOME TAXES
|
|
|
|
61
|
|
|
|
|
|
|
|
NET (LOSS) INCOME FROM CONTINUING OPERATIONS
|
|
$
|
(604
|
)
|
$
|
139
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
(Loss) income from discontinued operations, net of
taxes of $0 and $1,210 (see Note 6)
|
|
(999
|
)
|
3,349
|
|
Less: Net income attributable to non-controlling interest
|
|
198
|
|
168
|
|
Net (loss) income attributable to discontinued
operations
|
|
(1,197
|
)
|
3,181
|
|
|
|
|
|
|
|
NET (LOSS) INCOME ATTRIBUTABLE TO FIRST CHESTER
COUNTY CORPORATION
|
|
$
|
(1,801
|
)
|
$
|
3,320
|
|
|
|
|
|
|
|
PER SHARE DATA
|
|
|
|
|
|
Net (loss) income per share from continuing
operations (Basic)
|
|
$
|
(0.10
|
)
|
$
|
0.02
|
|
Net (loss) income per share from continuing
operations (Diluted)
|
|
$
|
(0.10
|
)
|
$
|
0.02
|
|
|
|
|
|
|
|
Net (loss) income per share from discontinued
operations (Basic)
|
|
$
|
(0.19
|
)
|
$
|
0.51
|
|
Net (loss) income per share from discontinued
operations (Diluted)
|
|
$
|
(0.19
|
)
|
$
|
0.51
|
|
|
|
|
|
|
|
Net (loss) income per share attributable to First
Chester County Corporation (Basic)
|
|
$
|
(0.28
|
)
|
$
|
0.53
|
|
Net (loss) income per share attributable to First
Chester County Corporation (Diluted)
|
|
$
|
(0.28
|
)
|
$
|
0.53
|
|
|
|
|
|
|
|
Dividends declared
|
|
$
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
6,336,434
|
|
6,242,252
|
|
Diluted weighted average shares outstanding
|
|
6,336,434
|
|
6,242,252
|
|
The accompanying notes are
an integral part of these statements.
3
Table
of Contents
FIRST CHESTER COUNTY
CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH
FLOWS
(
UNAUDITED
)
|
|
Three Months Ended
March 31,
|
|
(Dollars
in thousands)
|
|
2010
|
|
2009
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
Net (loss) income attributable to First Chester
County Corporation
|
|
$
|
(1,801
|
)
|
$
|
3,320
|
|
Net income attributable to non-controlling
interest
|
|
198
|
|
168
|
|
Net (loss) income including non-controlling
interest
|
|
$
|
(1,603
|
)
|
$
|
3,488
|
|
Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:
|
|
|
|
|
|
Depreciation
|
|
857
|
|
904
|
|
Provision for loan and lease losses
|
|
266
|
|
1,387
|
|
Amortization of investment security premiums and
accretion of discounts, net
|
|
141
|
|
78
|
|
Amortization of deferred loan fees
|
|
(717
|
)
|
28
|
|
Losses on sales of investment securities available
for sale, net
|
|
|
|
88
|
|
Net loss (gain) from sale of fixed assets and OREO
|
|
48
|
|
(46
|
)
|
Write-down of other real estate owned
|
|
1,333
|
|
|
|
Net gain from mortgage banking activities
|
|
(9,891
|
)
|
(11,966
|
)
|
Proceeds from the sale of mortgage loans held for
sale
|
|
479,207
|
|
527,376
|
|
Origination of mortgage loans held for sale
|
|
(369,836
|
)
|
(602,845
|
)
|
Net cash paid for the settlement of derivative
contracts
|
|
(129
|
)
|
(981
|
)
|
Stock-based compensation expense
|
|
36
|
|
41
|
|
Decrease (increase) in other assets
|
|
8,223
|
|
(1,378
|
)
|
(Decrease) increase in other liabilities
|
|
(2,136
|
)
|
5,704
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating
activities
|
|
105,799
|
|
(78,122
|
)
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
Net decrease (increase) in loans
|
|
17,318
|
|
(535
|
)
|
Proceeds from sales of investment securities
available-for-sale
|
|
|
|
11,807
|
|
Proceeds from maturities prepayments and calls of
investment securities available-for-sale
|
|
18,807
|
|
2,952
|
|
Purchases of investment securities
available-for-sale
|
|
(745
|
)
|
(731
|
)
|
Proceeds from the sale of OREO
|
|
476
|
|
|
|
Purchase of premises and equipment
|
|
(13
|
)
|
(2,447
|
)
|
Proceeds from the sale of premises and equipment
|
|
37
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
35,880
|
|
11,046
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
Change in subsidiarys shares from non-controlling
interest
|
|
(637
|
)
|
45
|
|
Decrease in short term Federal Home Loan Bank and
other short term borrowings
|
|
|
|
(1,000
|
)
|
Increase in long term Federal Home Loan Bank and
other borrowings
|
|
|
|
15,000
|
|
Repayment of long term Federal Home Loan Bank and
other borrowings
|
|
(42,643
|
)
|
(20,172
|
)
|
Net (decrease) increase in deposits
|
|
(37,460
|
)
|
34,131
|
|
Cash dividends paid
|
|
|
|
(900
|
)
|
Net treasury stock transactions
|
|
(158
|
)
|
65
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing
activities
|
|
(80,898
|
)
|
27,169
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
|
|
60,781
|
|
(39,907
|
)
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
146,681
|
|
95,150
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
207,462
|
|
$
|
55,243
|
|
|
|
|
|
|
|
Supplementary cash flow information:
|
|
|
|
|
|
Interest paid
|
|
$
|
5,415
|
|
$
|
6,300
|
|
Income taxes paid
|
|
$
|
|
|
$
|
50
|
|
Loans transferred to other real estate owned
|
|
$
|
1,137
|
|
$
|
322
|
|
The accompanying notes are an integral part of these statements.
4
Table
of Contents
FIRST CHESTER COUNTY
CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(
UNAUDITED
)
|
|
Common Stock
|
|
Additional
Paid -in
|
|
Retained
|
|
Accumulated
Other
Comprehensive
|
|
Treasury
|
|
Non-
Controlling
|
|
Total
|
|
Comprehensive
|
|
(Dollars in thousands)
|
|
Shares
|
|
Par Value
|
|
Capital
|
|
Earnings
|
|
Income/(loss)
|
|
Stock
|
|
Interest
|
|
Equity
|
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
January 1, 2009
|
|
6,331,975
|
|
$
|
6,332
|
|
$
|
24,708
|
|
$
|
57,899
|
|
$
|
(3,292
|
)
|
$
|
(1,815
|
)
|
$
|
1,485
|
|
$
|
85,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
effect adjustment under ASC 860-50
|
|
|
|
|
|
|
|
240
|
|
|
|
|
|
|
|
240
|
|
|
|
Balance
January 1, 2009, as adjusted
|
|
6,331,975
|
|
6,332
|
|
24,708
|
|
58,139
|
|
(3,292
|
)
|
(1,815
|
)
|
1,485
|
|
85,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in subsidiary shares from non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(123
|
)
|
(123
|
)
|
|
|
Net
income
|
|
|
|
|
|
|
|
3,320
|
|
|
|
|
|
168
|
|
3,488
|
|
3,488
|
|
Cash
dividends declared
|
|
|
|
|
|
|
|
(875
|
)
|
|
|
|
|
|
|
(875
|
)
|
|
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized losses on investment securities available-for-sale
|
|
|
|
|
|
|
|
|
|
(404
|
)
|
|
|
|
|
(404
|
)
|
(404
|
)
|
Treasury
stock transactions
|
|
|
|
|
|
(153
|
)
|
|
|
|
|
218
|
|
|
|
65
|
|
|
|
Stock
based compensation
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
March 31, 2009
|
|
6,331,975
|
|
$
|
6,332
|
|
$
|
24,596
|
|
$
|
60,584
|
|
$
|
(3,696
|
)
|
$
|
(1,597
|
)
|
$
|
1,530
|
|
$
|
87,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
January 1, 2010
|
|
6,354,475
|
|
6,354
|
|
23,678
|
|
25,753
|
|
(499
|
)
|
(209
|
)
|
1,825
|
|
56,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in subsidiary shares from non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(835
|
)
|
(835
|
)
|
|
|
Net
(loss) income
|
|
|
|
|
|
|
|
(1,801
|
)
|
|
|
|
|
198
|
|
(1,603
|
)
|
(1,603
|
)
|
Other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
unrealized gains on investment securities Available-for-sale
|
|
|
|
|
|
|
|
|
|
528
|
|
|
|
|
|
528
|
|
528
|
|
Treasury
stock transactions
|
|
|
|
|
|
|
|
|
|
|
|
(157
|
)
|
|
|
(157
|
)
|
|
|
Share
based compensation
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
Total
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
March 31, 2010
|
|
6,354,475
|
|
$
|
6,354
|
|
$
|
23,714
|
|
$
|
23,952
|
|
$
|
29
|
|
$
|
(366
|
)
|
$
|
1,188
|
|
$
|
54,871
|
|
|
|
The accompanying notes are an integral part of these statements.
5
Table
of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
1.
Summary
of Significant Accounting Policies
Basis of presentation
The
foregoing unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (GAAP) for
interim financial information. The
preparation of the financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and the accompanying notes. Actual results could differ from those
estimates.
In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the financial position and
the results of operations for the interim period presented have been
included. The results of operations for
the three month period ended March 31, 2010 are not necessarily indicative of
the results to be expected for the full year.
Therefore, these interim financial statements should be read in
conjunction with the consolidated financial statements and footnotes thereto
included in our Annual Report on Form 10-K for the year ended
December 31, 2009 (our 2009 Annual Report).
Prior
to January 1, 2010, our business was conducted through two primary segments,
community banking and mortgage banking. During the first quarter 2010, we
announced the potential sale of our American Home Bank (AHB) mortgage banking
segment. Accordingly, the mortgage
banking operations related to this segment have been reclassified, and are now
presented as discontinued operations in the consolidated statements of
operations. Certain assets and liabilities of this former segment are
presented as discontinued assets held for sale.
The statements of cash flows are presented on a consolidated basis,
including both continuing and discontinued operations. The notes to the consolidated financial
statements have been adjusted to exclude discontinued operations unless
otherwise noted. Footnote segment disclosures are not and will no longer
be provided. Refer to Note 6 of the
accompanying consolidated financial statements for information related to
discontinued operations.
The consolidated financial statements include the
accounts of First Chester County Corporation (First Chester or Corporation) and First National Bank of Chester County
(the Bank). All material intercompany
balances and transactions have been eliminated in consolidation.
2.
Going
Concern
The
Corporations financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the discharge of liabilities
in the normal course of business for the foreseeable future. However, due to
the Corporations financial results, the substantial uncertainty throughout the
U.S. banking industry and other matters discussed in this report, a substantial
doubt exists regarding our ability to continue as a going concern. Our
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.
As
further described in Note 5, on October 16, 2009, the Bank entered into a
Memorandum of Understanding (MOU) with the Office of the Comptroller of the
Currency (OCC). The OCC also mandated higher individual minimum capital
ratios (IMCRs), which the Bank was required to achieve by December 31, 2009.
Continued operations may depend on the Corporations ability to comply with the
terms of the MOU, the IMCRs and the closing of the pending merger with Tower
Bancorp, Inc. (Tower). For the year ended December 31, 2009, the Corporation
has incurred a net loss from operations, primarily from the higher provisions
for loan losses due to increased levels of non-performing assets, the write-off
of goodwill and the establishment of a valuation allowance on the deferred tax
assets. Our efforts to raise capital to comply with the IMCRs prior to the
deadline ultimately resulted in the planned merger with Tower, as described in
Note 3 below, which was announced on December 28, 2009. In addition, in efforts
to conserve capital, we elected to reduce and subsequently suspend our cash
dividends on our common stock beginning with the third quarter of 2009.
However, despite the above efforts, as of March 31, 2010 and December 31, 2009,
the Bank was below certain IMCR thresholds, as further discussed in Note 5.
Management
and the board of directors are committed to the planned merger with Tower.
However, if the announced merger were not to occur, then Management would seek
to recapitalize the Bank by finding another merger partner or by raising
additional capital in the public or private markets. The Corporation is
completing a
6
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
regular
planning cycle for 2011, which includes, among other things, updating the
Corporations strategic business plan and creating detailed operating and
marketing plans for the Bank as an independent company.
3.
Pending
Merger
On
December 27, 2009, the Corporation entered into a definitive merger agreement,
as amended on March 4, 2010 (the Merger Agreement), with Tower, the holding
company for Graystone Tower Bank (Graystone), pursuant to which First Chester
will merge with and into Tower (the Merger), with Tower being the surviving
corporation. The Merger Agreement also provides that upon consummation of the
merger, the Bank will merge with and into Graystone, with Graystone as the
surviving institution (the Bank Merger). The Merger Agreement additionally
provides for the potential sale of the AHB segment at or prior to the
consummation of the Merger. At the effective time of the Merger, the board of
directors of Tower will be increased by three (3) directors and three (3) of
the current directors of First Chester selected by the board of directors of
First Chester, with the approval of Towers board of directors, will be added
to the board of directors of Tower, to serve as such for no less than three
years.
Under
the terms of the Merger Agreement, shareholders of First Chester will receive
0.453 shares of Tower common stock for each share of First Chester common stock
they own. The Merger Agreement establishes loan delinquency thresholds and
provides for an increase or reduction in the consideration paid by Tower to
First Chester shareholders in the event of specified increases or decreases in
First Chesters loan delinquencies prior to closing.
Directors
and executive officers of First Chester have entered into Voting Agreements
with Tower, pursuant to which they have agreed, among other things, to vote all
shares of common stock of First Chester owned by them in favor of the approval
of the Merger at the special shareholders meeting to vote upon the Merger.
Consummation
of the Merger is subject to certain terms and conditions, including, but not
limited to, receipt of various regulatory approvals and approval by both Towers
and First Chesters shareholders and First Chesters loan delinquencies not
exceeding $90 million in the aggregate. As of June 30, 2010, all regulatory
approvals have been received from the bank regulators. However, certain of
these approvals contain expiration dates such that extensions may need to be
obtained if the merger is not closed prior to the end of the third quarter of
2010.
4.
Recent
Accounting Pronouncements
In
July 2010, the FASB issued an update Accounting Standards Update (ASU) 2010-20,
Receivables (Topic 310): Disclosures about the Credit Quality of Financing
Receivables and the Allowance for Credit Losses. The update requires companies
to provide more information in their disclosures about the credit quality of
their financing receivables and the credit reserves held against them. The
amendments that require disclosures as of the end of a reporting period are
effective for the periods ending on or after December 15, 2010. ASU
2010-20 will enhance the disclosure requirements for financing receivables and
credit losses, but will not impact the Corporations financial position,
results of operations or cash flows.
In February 2010, the FASB issued ASU 2010-09,
Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements. This guidance removes the requirement for a Securities
and Exchange Commission (SEC) filer to disclose a date through which
subsequent events have been evaluated in both issued and revised financial
statements. Revised financial statements include financial statements revised
as a result of either correction of an error or retrospective application of
GAAP. ASU 2010-09 is intended to remove potential conflicts with the SECs
literature and all of the amendments are effective upon issuance, except
for the use of the issued date for conduit debt obligors, which will be
effective for interim or annual periods ending after June 15, 2010.
In January 2010, the FASB issued ASU 2010-06,
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures
about Fair Value Measurements. This guidance requires:
(1) disclosure of the significant amount transferred in and out of Level 1
and Level 2 fair value measurements and the reasons for the transfers; and
(2) separate presentation of purchases, sales, issuances and settlements
in the reconciliation for fair value measurements using significant
unobservable inputs (Level 3). In addition, ASU 2010-06 clarifies the
7
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
requirements of the following existing disclosures
set forth in FASB Accounting Standards Codifications (ASC) 820, Fair Value
Measurements and Disclosures: (1) For purposes of reporting fair value
measurement for each class of assets and liabilities, a reporting entity needs
to use judgment in determining the appropriate classes of assets and
liabilities; and (2) a reporting entity should provide disclosures about
the valuation techniques and inputs used to measure fair value for both
recurring and nonrecurring fair value measurements. This guidance is effective
for interim and annual reporting periods beginning January 1, 2010, except
for the disclosures about purchases, sales, issuances, and settlements in the
roll forward of activity in Level 3 fair value measurements, which are
effective for fiscal years beginning January 1, 2011, and for interim
periods within those fiscal years. The Corporation adopted the guidance on January
1, 2010, and the guidance did not have an impact on the Corporations financial
condition or results of operations.
In June 2009, the FASB updated ASC 860, Transfers
and Servicing, to eliminate the concept of a qualifying special-purpose entity
(QSPE), modify the criteria for applying sale accounting to transfers of
financial assets or portions of financial assets, differentiate between the
initial measurement of an interest held in connection with the transfer of an
entire financial asset recognized as a sale and participating interests
recognized as a sale and remove the provision allowing classification of
interests received in a guaranteed mortgage securitization transaction that
does not qualify as a sale as available-for-sale or trading securities. The
updates to ASC 860 clarify (i) that an entity must consider all
arrangements or agreements made contemporaneously or in contemplation of a
transfer, (ii) the isolation analysis related to the transferor and its
consolidated subsidiaries and (iii) the principle of effective control
over the transferred financial asset. The updates to ASC 860 also enhance
financial statement disclosures. The updates to ASC 860 are effective for
fiscal years beginning after November 15, 2009 with earlier application
prohibited. Revised recognition and measurement provisions are to be applied to
transfers occurring on or after the effective date and the disclosure
provisions are to be applied to transfers that occurred both before and after
the effective date. The guidance was effective for January 1, 2010 and did not
have an impact on the Corporations financial condition or results of
operations.
In June 2009, the FASB updated ASC 810, Consolidation,
to modify certain characteristics that identify a variable interest entity (VIE),
revise the criteria for determining the primary beneficiary of a VIE, add an
additional reconsideration event to determining whether an entity is a VIE,
eliminating troubled debt restructurings as an excluded reconsideration event
and enhance disclosures regarding involvement with a VIE. Additionally, with
the elimination of the concept of QSPEs in the updates to ASC 860, entities
previously considered QSPEs are now within the scope of ASC 810. Entities
required to consolidate or deconsolidate a VIE will recognize a cumulative
effect in retained earnings for any difference in the carrying amount of the
interest recognized. The updates to ASC 810 are effective for fiscal years
beginning after November 15, 2009 with earlier application prohibited. The
guidance was effective for January 1, 2010 and did not have an impact on the
Corporations financial condition or results of operations.
5.
Regulatory
Matters
Supervisory Actions
The
Bank is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can
prompt certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Corporations financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Banks assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Banks capital amounts and classification are also
subject to qualitative judgments by the regulators involving factors such as
the risk weights assigned to assets and what items may be counted as capital.
Regulators also have broad discretion to require any institution to maintain
higher capital levels than otherwise required by statute or regulation, even
institutions that are considered well-capitalized under applicable regulations.
On
October 16, 2009, the Board of Directors of the Bank entered into an MOU with
the OCC. An MOU with regulatory authorities is an informal action that is not
published or publicly available and that is used when circumstances warrant a
milder form of action than a formal supervisory action, such as a formal
written agreement or order. Under the MOU, the Bank has agreed to address,
among other things, the following matters:
8
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
·
Develop a comprehensive three-year capital
plan;
·
Take action to protect criticized assets and
adopt and implement a program to eliminate the basis of criticism of such
assets;
·
Establish an effective program that provides
for early problem loan identification and a formal plan to proactively manage
those assets;
·
Review the adequacy of the Banks information
technology activities and Bank Secrecy Act compliance and approve written
programs of policies and procedures to provide for compliance; and
·
Establish a Compliance Committee of the Board
to monitor and coordinate the Banks adherence to the provisions of the MOU.
The
Board of Directors and Management have initiated corrective actions to comply
with the provisions of the MOU.
Additionally,
in November 2009, the Bank was advised that the OCC established IMCRs for the
Bank higher than the capital ratios generally applicable to banks under current
regulations. In the case of the Bank, the OCC established IMCRs requiring a
Tier 1 leverage ratio of at least eight percent (8%), a Tier 1 risk-based
capital ratio of at least ten percent (10%) and a total risk-based capital
ratio of at least twelve percent (12%) which the Bank was required to achieve
by December 31, 2009. The Corporations efforts to raise capital prior to the
deadline ultimately resulted in the planned merger with Tower Bancorp, which
was announced on December 28, 2009.
Additionally, during the fourth quarter of 2009, the Corporation
received notice from the Federal Reserve, its primary regulator, that the
Federal Reserve must approve any dividends to be paid in advance of the
declaration or payment of the dividend.
For
the purpose of satisfying the IMCRs, during December 2009, the Corporation
entered into an amendment to our existing loan agreement with Graystone to
recapitalize the Bank. As of December 31, 2009, the Corporation borrowed the
full $26.0 million available under the credit facility which was contributed to
the Bank as Tier 1 capital. Additionally, Graystone purchased $52.5 million in
first lien residential real estate and commercial loan participations at a 1.5%
discount.
As
set forth below, as of March 31, 2010, the Bank met the IMCR thresholds for
Tier 1 risk-based capital and total risk-based capital, but was below the IMCR
threshold for Tier 1 leverage. The OCC may deem the Banks noncompliance to be
an unsafe and unsound banking practice which may subject the Bank to a capital
directive, a consent order, or such other administrative actions or sanctions
as the OCC considers necessary. It is uncertain what actions, if any, the OCC
would take with respect to noncompliance with these ratios, what action steps
the OCC might require the Bank to take to remedy this situation, and whether
such actions would be successful.
The Corporations and Banks actual capital levels and ratios are
presented below:
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well
Capitalized Under
Individual Minimum
Capital Ratios
|
|
(Dollars
in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
As of March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
73,492
|
|
5.61
|
%
|
52,402
|
|
>
4.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
100,896
|
|
7.71
|
%
|
52,319
|
|
>
4.00
|
%
|
104,638
|
|
>
8.00
|
%
|
Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
73,492
|
|
8.15
|
%
|
36,080
|
|
>
4.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
100,896
|
|
11.22
|
%
|
35,984
|
|
>
4.00
|
%
|
89,960
|
|
>
10.00
|
%
|
Total Risk Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
87,009
|
|
9.65
|
%
|
72,159
|
|
>
8.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
112,314
|
|
12.48
|
%
|
71,968
|
|
>
8.00
|
%
|
107,952
|
|
>
12.00
|
%
|
9
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well
Capitalized Under
Individual Minimum
Capital Ratios
|
|
(Dollars
in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
As of December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
76,459
|
|
5.71
|
%
|
53,522
|
|
>
4.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
102,617
|
|
7.68
|
%
|
53,472
|
|
>
4.00
|
%
|
106,943
|
|
>
8.00
|
%
|
Tier I Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
76,459
|
|
7.79
|
%
|
39,262
|
|
>
4.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
102,617
|
|
10.47
|
%
|
39,203
|
|
>
4.00
|
%
|
98,008
|
|
>
10.00
|
%
|
Total Risk Based Capital Ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
89,936
|
|
9.16
|
%
|
78,525
|
|
>
8.00
|
%
|
N/A
|
|
N/A
|
|
Bank
|
|
115,035
|
|
11.74
|
%
|
78,407
|
|
>
8.00
|
%
|
117,610
|
|
>
12.00
|
%
|
Dividend Restrictions
The
Bank, as a national bank, is required by federal law to obtain the approval of
the OCC for the payment of dividends if the total of all dividends declared by
the Board of Directors of the Bank in any calendar year will exceed the total
of the Banks net income for that year and the retained net income for the
preceding two years, less any required transfers to surplus or a fund for the
retirement of any preferred stock, subject to the further limitations that a
national bank can pay dividends only to the extent that the payment of such
dividends would not cause the Bank to become undercapitalized (as defined
under federal law). There were no
dividends declared or payable by the Bank as of March 31, 2010.
During
the fourth quarter of 2009, the Corporation received notice from the Federal
Reserve Board that the Federal Reserve must approve any dividends to be paid by
the Corporation in advance of the declaration or payment of the dividend. The Corporation announced during the first
quarter 2010 that it will not be paying any dividends prior to the completion
of the proposed merger. There were no dividends declared or payable by the
Corporation as of March 31, 2010.
6.
Discontinued
Assets Held for Sale and Discontinued Operations
On
March 4, 2010, the Corporation and Tower, entered into an amendment to the
Merger Agreement, which provides for the merger of the Bank with and into
Graystone, with Graystone as the surviving institution (the Bank Merger).
Graystone and the Bank entered into a Bank Plan of Merger on March 4, 2010. The
amendment additionally provides for the potential sale of the AHB division at
or prior to the consummation of the Merger.
The Corporation has engaged a financial advisor to assist in the sale of
the AHB division.
The
results of operations of a component of an entity that has either been disposed
of, or is classified as held for sale, shall be reported in discontinued
operations if both the operations and cash flows of the component have been, or
will be, eliminated from ongoing operations of the entity as a result of the
disposal transaction and the entity will not have any significant continuing
involvement in the operations of the component after the disposal transaction.
In
determining whether the Corporation met the conditions for a qualified plan of
sale, management considered the relevant accounting guidance and concluded that
the held for sale conditions were met during the first
10
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
quarter
2010. Management determined that the Corporation will exit significant mortgage
banking activities after the sale of AHB and, as such, certain assets and
liabilities of the Corporations mortgage banking operations will be presented
as discontinued assets held for sale and the results of operations directly
related to mortgage banking activity will be presented as discontinued
operations for the quarter ended March 31, 2010 and for all future periods.
Loans held for sale and related derivative instruments are shown as a
separate disposal group separate from other AHB assets. Based on interested third parties to date,
management anticipates that these assets, although discontinued from the
Corporations future business model most likely will not be sold in the
transaction as described above. These
assets although directly related to the mortgage banking segments operations
are to be sold by the Corporation shortly after the close of a potential sale
transaction with the resulting cash remaining with the Corporation. The Corporation does not expect to originate
significant loans held for sale after the completion of the sale of its
mortgage banking operations.
The
remaining assets, disposal group 2, will likely be sold as indicated in the
amended Merger Agreement noted above. The carrying value of these assets are
required to be at the lower of their carrying value or fair market value, less
costs to sell, and depreciation and amortization expense associated with assets
held-for-sale ceases.
|
|
March 31,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Disposal Group 1
|
|
|
|
|
|
Loans held for sale, at fair value
|
|
$
|
103,277
|
|
$
|
202,757
|
|
Derivative instruments, at fair value
|
|
3,034
|
|
2,393
|
|
Total assets
|
|
$
|
106,311
|
|
$
|
205,150
|
|
|
|
|
|
|
|
Disposal Group 2
|
|
|
|
|
|
Premises and equipment
|
|
1,842
|
|
1,956
|
|
Other miscellaneous assets
|
|
1,419
|
|
1,247
|
|
Total assets
|
|
$
|
3,261
|
|
$
|
3,203
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
3,174
|
|
$
|
3,245
|
|
Total liabilities
|
|
$
|
3,174
|
|
$
|
3,245
|
|
Results
of operations for discontinued operations for the three months ended March 31,
2010 and 2009 are presented below.
|
|
Three Months Ended
March 31,
|
|
|
|
2010
|
|
2009
|
|
Interest income (1)
|
|
$
|
1,195
|
|
$
|
1,845
|
|
Interest expense (2)
|
|
348
|
|
680
|
|
Net interest income
|
|
847
|
|
1,165
|
|
Non-interest income
|
|
10,193
|
|
12,962
|
|
Non-interest expense (3)
|
|
12,039
|
|
9,314
|
|
Income (loss) before income taxes
|
|
(999
|
)
|
4,813
|
|
Income taxes
|
|
|
|
1,464
|
|
Net (loss) income prior to non-controlling
interest
|
|
$
|
(999
|
)
|
$
|
3,349
|
|
Less: Net income attributable to non-controlling
interest
|
|
$
|
198
|
|
$
|
168
|
|
Loss from discontinued operations, net of taxes
|
|
$
|
(1,197
|
)
|
$
|
3,181
|
|
11
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(1)
Interest income excludes
interest income earned on the Corporations residential and construction loans
held for investment that was previously disclosed as part of the results of
operations of the mortgage banking segment.
Management anticipates that these held for investment portfolios will
remain as part of the Corporations continuing community banking operations
after the sale of the mortgage banking business.
(2)
Interest expense of the
mortgage banking segment is based on managements internal methodology of
allocating consolidated interest expense of the Corporations existing funding
sources to the mortgage banking segments assets directly related to
discontinued loans held for sale and certain discontinued non-interest earning
assets held for sale. This allocation
methodology is consistent with managements previous segment reporting
policies, however, it excludes any funding costs attributable to the
Corporations residential and construction loans held for investment that were
previously disclosed as part of the results of operations of the mortgage
banking segment. Imputed interest
expense of the mortgage banking segment is shown as part of the consolidated
statement of operations as deposit and Federal Home Loan Bank (FHLB) advances
and other borrowings interest expense.
To properly report the net loss (income) from discontinued operations,
interest expense from deposits of $318 thousand and $603 thousand and interest
expense from FHLB advances and other borrowings of $30 thousand and $77
thousand for the periods ending March 31, 2010 and 2009, respectively, was
reclassified from the Corporations continuing operations on the consolidated
statements of operations to interest expense from discontinued operations.
(3)
Non-interest expense
includes a $500 thousand expense accrual resulting from anticipated investment
banking, legal and audit fees directly related to the potential sale of AHB.
7.
Investment
Securities
The Corporations investment
portfolio consists of the following categories of securities:
·
US Treasury
- Consists of
debt securities issued by the US Government.
·
US Government
Agency Notes
- Consists of debt instruments issued by US
Government agencies such as the Federal Home Loan Bank and Freddie Mac.
·
US Government
Agency Mortgage Backed Securities
- Consists of residential
mortgage pass-through securities and collateralized mortgage obligations CMOs
issued by US government agencies such as GNMA, FNMA and Freddie Mac. The GNMA
pass-through securities or the underlying GNMA securities backing the CMOs are
guaranteed by the US Government, while the FNMA and Freddie Mac pass-through
securities or the underlying FNMA and Freddie Mac securities backing the CMOs
are guaranteed by the respective US Government agency.
·
Collateralized
Mortgage Obligations - Residential
Consists of private label
CMOs backed by non-government agency residential mortgage pools.
·
Collateralized
Mortgage Obligations - Commercial
Consists of private label
CMOs backed by non-government agency commercial mortgage pools.
·
State and
Municipal
Consists of securities issued by state, city or
local governments.
·
Corporate Debt
Securities
Consists of corporate debt securities.
·
Bank Equity
Securities
Consists of equity securities of banks, bank
holding companies or bank trust preferred securities.
12
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
·
Other Equity
Securities
Consists primarily of equity securities of the
Federal Reserve and the Federal Home Loan Bank.
The amortized cost, gross
unrealized gains and losses, and fair market value of the Corporations
available-for-sale securities at March 31, 2010 and December 31, 2009
are summarized as follows:
March 31,
2010
|
|
|
|
Gross
|
|
Gross
|
|
|
|
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
(Dollars
in thousands)
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury
|
|
$
|
5,002
|
|
$
|
18
|
|
$
|
|
|
$
|
5,020
|
|
US Government agency notes
|
|
2,022
|
|
6
|
|
|
|
2,028
|
|
US Government agency mortgage-backed securities
|
|
33,122
|
|
1,090
|
|
(67
|
)
|
34,145
|
|
Collateralized mortgage obligations - Residential
|
|
1,185
|
|
3
|
|
(229
|
)
|
959
|
|
Collateralized mortgage obligations - Commercial
|
|
1,003
|
|
|
|
(178
|
)
|
825
|
|
State and municipal
|
|
3,818
|
|
47
|
|
|
|
3,865
|
|
Corporate debt securities
|
|
7,052
|
|
|
|
(693
|
)
|
6,359
|
|
Bank equity securities
|
|
525
|
|
60
|
|
(13
|
)
|
572
|
|
Other equity securities
|
|
11,523
|
|
|
|
|
|
11,523
|
|
Totals
|
|
$
|
65,252
|
|
$
|
1,224
|
|
$
|
(1,180
|
)
|
$
|
65,296
|
|
December 31,
2009
|
|
|
|
Gross
|
|
Gross
|
|
|
|
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
(Dollars
in thousands)
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
US Treasury
|
|
$
|
20,003
|
|
$
|
13
|
|
$
|
|
|
$
|
20,016
|
|
US Government agency notes
|
|
2,040
|
|
7
|
|
|
|
2,047
|
|
US Government agency mortgage-backed securities
|
|
36,193
|
|
902
|
|
(100
|
)
|
36,995
|
|
Collateralized mortgage obligations - Residential
|
|
1,249
|
|
|
|
(251
|
)
|
998
|
|
Collateralized mortgage obligations - Commercial
|
|
1,004
|
|
|
|
(196
|
)
|
808
|
|
State and municipal
|
|
4,542
|
|
52
|
|
|
|
4,594
|
|
Corporate debt securities
|
|
7,056
|
|
|
|
(1,191
|
)
|
5,865
|
|
Bank equity securities
|
|
525
|
|
50
|
|
(42
|
)
|
533
|
|
Other equity securities
|
|
10,842
|
|
|
|
|
|
10,842
|
|
|
|
$
|
83,454
|
|
$
|
1,024
|
|
$
|
(1,780
|
)
|
$
|
82,698
|
|
The amortized cost and estimated fair value of debt securities classified
as available-for-sale at March 31, 2010, by contractual maturity, are
shown in the following table. Expected
maturities will differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or prepayment
penalties.
|
|
Amortized
|
|
Fair
|
|
(Dollars
in thousands)
|
|
Cost
|
|
Value
|
|
Due in one year or less
|
|
$
|
5,951
|
|
$
|
5,985
|
|
Due after one year through five years
|
|
10,454
|
|
10,098
|
|
Due after five years through ten years
|
|
500
|
|
502
|
|
Due after ten years
|
|
990
|
|
688
|
|
|
|
17,895
|
|
17,273
|
|
Mortgage-backed securities and CMOs
|
|
35,310
|
|
35,928
|
|
Bank equity and other equity securities
|
|
12,047
|
|
12,095
|
|
|
|
$
|
65,252
|
|
$
|
65,296
|
|
During
the first quarter 2010 there were no sales of investment securities available
for sale. Proceeds from the sale of investment securities available for sale
for the three months ended March 31, 2009 were $11.8 million.
13
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
Gross
losses from the sale of investment securities for the three months ended March 31,
2009 were $88 thousand. These securities
were sold at fair values which approximated the Corporations amortized
cost. The principal amount of investment
securities pledged to secure public deposits and for other purposes required or
permitted by law were $52.7 million at March 31, 2010 and $71.4 million at
December 31, 2009. Other than US government agency mortgage back
securities, there were no securities held from a single issuer that represented
more than 10% of stockholders equity.
The table below indicates
the length of time individual securities have been in a continuous unrealized
loss position at March 31, 2010.
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|
(Dollars
in thousands)
Description of
|
|
Number
of
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Securities
|
|
Securities
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
US
Government agency mortgage-backed securities
|
|
4
|
|
$
|
6,630
|
|
$
|
(67
|
)
|
$
|
|
|
$
|
|
|
$
|
6,630
|
|
$
|
(67
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized
mortgage obligations Residential
|
|
2
|
|
|
|
|
|
680
|
|
(229
|
)
|
680
|
|
(229
|
)
|
Collateralized
mortgage obligations Commercial
|
|
1
|
|
|
|
|
|
825
|
|
(179
|
)
|
825
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
debt securities
|
|
6
|
|
|
|
|
|
6,359
|
|
(692
|
)
|
6,359
|
|
(692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
equity securities
|
|
2
|
|
|
|
|
|
242
|
|
(13
|
)
|
242
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
temporarily impaired investment securities
|
|
15
|
|
$
|
6,630
|
|
$
|
(67
|
)
|
$
|
8,106
|
|
$
|
(1,113
|
)
|
$
|
14,736
|
|
$
|
(1,180
|
)
|
The table below indicates the length of time individual securities have
been in a continuous unrealized loss position at December 31, 2009.
|
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
|
(Dollars
in thousands)
|
|
Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
of
|
|
of
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Securities
|
|
Securities
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
US Government agency mortgage-backed securities
|
|
5
|
|
$
|
9,386
|
|
$
|
(100
|
)
|
$
|
|
|
$
|
|
|
$
|
9,386
|
|
$
|
(100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations Residential
|
|
3
|
|
292
|
|
|
|
700
|
|
(251
|
)
|
992
|
|
(251
|
)
|
Collateralized mortgage obligations Commercial
|
|
1
|
|
|
|
|
|
808
|
|
(196
|
)
|
808
|
|
(196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
6
|
|
|
|
|
|
5,865
|
|
(1,191
|
)
|
5,865
|
|
(1,191
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank equity securities
|
|
2
|
|
|
|
|
|
213
|
|
(42
|
)
|
213
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total temporarily impaired
investment securities
|
|
17
|
|
$
|
9,678
|
|
$
|
(100
|
)
|
$
|
7,586
|
|
$
|
(1,680
|
)
|
$
|
17,264
|
|
$
|
(1,780
|
)
|
Other than Temporary Impairment
In
accordance with ASC 320-10, Investments Debt and Equity Securities, the
Corporation evaluates its securities portfolio for other-than-temporary
impairment (OTTI) throughout the year. Each investment, that
14
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
has
a fair value less than the book value is reviewed on a quarterly basis by
management. Management considers at a minimum the following factors that, both
individually or in combination, could indicate that the decline is
other-than-temporary: (a) the Corporation has the intent to sell the
security; (b) it is more likely than not that it will be required to sell
the security before recovery; and (c) the Corporation does not expect to
recover the entire amortized cost basis of the security. Among the
factors that are considered in determining intent is a review of capital
adequacy, interest rate risk profile and liquidity at the Corporation. An
impairment charge is recorded against individual securities if the review described
above concludes that the decline in value is other-than-temporary. There were no impairments recorded during the
first quarter of 2010 on available for sale securities.
Specific
conclusions for each category of securities with an unrealized loss position
and where management believed an other than temporary impairment analysis was
warranted are summarized below:
CMO Residential and
Commercial
There are a total of three
private label CMO securities that had unrealized loss positions at March 31,
2010. One of the securities had a AAA rating from S&P, one had an AA-
rating from S&P, and the other had a B- rating from S&P. All
contractual cash flows have been received on these securities. All of these
issuances have subordinated tranches supporting principal. In addition, we
conducted due diligence of publicly available information regarding these
securities and no material information came to our attention that would
indicate an inability to recover our basis in these securities. The depreciation
on two of the securities accounted for 99% of the total depreciation within
this category. For these securities, we reviewed and considered information
about the underlying collateral as well as loss and prepayment stress test
information performed by professional investment advisors. This information
indicated likelihood that subordinate tranches of the CMO provide sufficient
protection to the Banks senior tranches such that management can conclude that
the probability of suffering a principal loss is unlikely. Because the Company
does not intend to sell these securities and it is more likely than not that
the Company will not be required to sell the securities before recovery of its
amortized cost basis, which may be maturity, it does not consider these investments
to be other-than-temporarily impaired at March 31, 2010.
Corporate Debt Securities
There are a total of six
securities in this category that had unrealized loss positions at
March 31, 2010. All of these securities are obligations of well-known,
established companies or subsidiaries thereof. All contractual cash flows have
been received on these securities. Depreciation on five of the securities
accounted for 99% of the total depreciation in this category. For these five
securities management reviewed rating agency information and noted that three
securities had ratings below investment grade from Moodys. We reviewed current
news and filings as well as the length and duration of the depreciation and
concluded that there was no information that would indicate a going concern or
other matter related to the issuer that would impair our ability to recover our
cost basis. Management performed additional analysis on the securities that were
not investment grade, which included reviewing analysis from our third party
investment advisor as well as current news and filings. The conclusion drawn
from this information was that there was no information that indicated a going
concern or other issue that would impair our ability to recover our cost basis.
Because the Corporation does not intend to sell these securities and it is not
more likely than not that the Corporation will be required to sell the
securities before recovery of its amortized cost basis, it does not consider
these investments to be other-than-temporarily impaired at March 31,
2010.
8.
Loans
and Leases
The
following tables present information about major loan classifications, as well
as impaired loans and lease balances as of March 31, 2010 and
December 31, 2009:
15
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2010
(Dollars
in thousands)
|
|
Loan
Balance
|
|
Impaired
Loan
Balance
|
|
Number of
Impaired
Loans
|
|
Specific
Allowance
on Impaired
Loans
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
$
|
324,126
|
|
$
|
14,632
|
|
47
|
|
$
|
1,105
|
|
Real estate commercial
|
|
259,388
|
|
13,009
|
|
11
|
|
3,563
|
|
Real estate commercial construction
|
|
62,430
|
|
11,871
|
|
11
|
|
780
|
|
Real estate residential
|
|
92,029
|
|
1,750
|
|
6
|
|
347
|
|
Real estate residential construction
|
|
28,059
|
|
1,449
|
|
4
|
|
523
|
|
Consumer loans
|
|
116,902
|
|
2,319
|
|
35
|
|
1,028
|
|
Lease financing receivables
|
|
1,335
|
|
152
|
|
5
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
884,269
|
|
$
|
45,182
|
|
119
|
|
$
|
7,498
|
|
Unearned income included in the carrying amount of the loan balances
above was $795 thousand at March 31, 2010.
The amount of deposit account overdrafts classified as loans above
totaled $843 thousand at March 31, 2010.
The non-accrual loan and lease balance was $27.9 million at March 31,
2010. The approximate gross interest income that would have been recorded for
the three months ending March 31, 2010 if the $27.9 million in non-accrual
loans had been current in accordance with their original terms was $330
thousand. The actual amount of interest income included in net income as of
March 31, 2010 on these loans was $5 thousand resulting from interest
earned prior to the loans being placed on non-accrual status.
December 31, 2009
(Dollars
in thousands)
|
|
Loan
Balance
|
|
Impaired
Loan
Balance
|
|
Number of
Impaired
Loans
|
|
Specific
Allowance
on Impaired
Loans
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
$
|
334,286
|
|
$
|
13,269
|
|
35
|
|
$
|
1,029
|
|
Real estate commercial
|
|
261,643
|
|
12,071
|
|
11
|
|
3,637
|
|
Real estate commercial construction
|
|
66,204
|
|
8,786
|
|
8
|
|
135
|
|
Real estate residential
|
|
88,024
|
|
2,601
|
|
7
|
|
644
|
|
Real estate residential construction
|
|
29,387
|
|
2,137
|
|
7
|
|
874
|
|
Consumer loans
|
|
120,767
|
|
2,596
|
|
42
|
|
1,148
|
|
Lease financing receivables
|
|
1,578
|
|
167
|
|
8
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
901,889
|
|
$
|
41,627
|
|
118
|
|
$
|
7,522
|
|
Unearned income included in the carrying amount of the loan balances
above was $746 thousand at December 31, 2009. The amount of deposit
account overdrafts classified as loans above totaled $220 thousand at December 31,
2009.
The non-accrual loan and lease balance was $27.6 million at
December 31, 2009. The approximate gross interest income that would have
been recorded for the twelve months ending December 31, 2009 if the $27.6 million
in non-accrual loans had been current in accordance with their original terms
was $1.8 million. The actual amount of interest income included in net
income as of December 31, 2009 on these loans was $960 thousand
resulting from interest earned prior to the loans being placed on non-accrual
status.
The following chart presents
changes in the allowance for loan and lease losses for the three months ended March 31,
2010 and 2009:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
(Dollars
in thousands)
|
|
2010
|
|
2009
|
|
Balance at beginning of period
|
|
$
|
23,217
|
|
$
|
10,335
|
|
Provision charged to operating expenses
|
|
266
|
|
1,387
|
|
Recoveries
|
|
137
|
|
145
|
|
Loans charged-off
|
|
(1,226
|
)
|
(442
|
)
|
Allowance adjustment Other
|
|
70
|
|
(162
|
)
|
Balance at end of period
|
|
$
|
22,464
|
|
$
|
11,263
|
|
9.
Income
Taxes
The
Corporation has not recorded an income tax benefit for its net operating loss
for the three month period ended March 31, 2010. At March 31, 2010,
the valuation allowance against the Corporations deferred tax asset increased
to $8.7 million from $7.5 million at December 31. 2009. The valuation
allowance is recorded against a portion of the Corporations deferred tax
assets after concluding that it was more likely than not that a portion of the
deferred tax asset would not be realized. In evaluating the ability to recover
our deferred tax assets, Management considers all available positive and
negative evidence regarding the ultimate realizability of our deferred tax
assets including past operating results and our forecast of future taxable
income. In addition, general uncertainty surrounding the future economic and
business conditions have increased the likelihood of volatility in our future
earnings. The Corporation has concluded and recorded a valuation allowance
against its deferred tax asset, except for amounts available for carryback
claims.
10.
Other
Real Estate Owned
Other real estate owned (OREO) represents property owned by the Bank
following default by the borrowers. OREO property acquired through foreclosure
is initially transferred at fair value based on an appraised value less
estimated cost to dispose. Adjustments are subsequently made to mark the
property below this amount if circumstances warrant. Losses arising from foreclosure transactions
are charged against the allowance for loan and lease losses. Costs to maintain
real estate owned and any subsequent gains or losses are included in the
Corporations results of operations. In June 2010, the Corporation sold
eight OREO properties to one buyer. A charge of $1.3 million was recorded
during the first quarter 2010 to reduce the carrying amount of these assets to
an amount that reflects the realizable value of these properties based on the
actual sales price. The following table summarizes properties held as OREO as
of March 31, 2010 and December 31, 2009:
16
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in thousands)
|
|
March 31,
2010
|
|
Number
of
properties
|
|
December 31,
2009
|
|
Number
of
properties
|
|
Land
|
|
$
|
506
|
|
5
|
|
$
|
49
|
|
1
|
|
Residential
1-4 family
|
|
2,412
|
|
12
|
|
3,643
|
|
15
|
|
Total
|
|
$
|
2,918
|
|
17
|
|
$
|
3,692
|
|
16
|
|
11.
Other Assets
At
December 31, 2009, the Corporation had an $8.7 million receivable recorded
in other assets which related to a former BOLI policy which the Bank had
surrendered in 2008. In the first quarter 2010, the Corporation received cash
proceeds in full payment of this receivable.
12.
Borrowings
At
March 31, 2010, the Bank had borrowings totaling $130.3 million compared
to $172.9 million at December 31, 2009.
During the first quarter 2010 borrowings from the FHLB decreased $42.6
million to $101.8 million as compared to December 31, 2009. Scheduled
maturities during the first quarter of 2010 totaled $42.5 million. The remaining decrease was due to
amortization.
13.
Earnings (Loss) per Share
Three Months ended March 31,
2010
|
|
Income
|
|
|
|
|
|
|
|
(thousands)
|
|
Shares (1)
|
|
Per Share
|
|
|
|
(numerator)
|
|
(denominator)
|
|
Amount
|
|
Basic loss from continuing operations per share
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(604
|
)
|
6,336,434
|
|
$
|
(0.10
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net loss from continuing operations
available to common stockholders
|
|
$
|
(604
|
)
|
6,336,434
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
Basic loss from discontinued operations per share
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
(1,197
|
)
|
6,336,434
|
|
(0.19
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net loss from discontinued operations
available to common stockholders
|
|
$
|
(1,197
|
)
|
6,336,434
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
Basic loss available to common stockholders per
share
|
|
|
|
|
|
|
|
Net loss available to common stockholders
|
|
(1,801
|
)
|
6,336,434
|
|
(0.28
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net loss available to common stockholders
|
|
$
|
(1,801
|
)
|
6,336,434
|
|
$
|
(0.28
|
)
|
(1)
230,900 anti-dilutive
weighted average shares have been excluded from this computation because the
option exercise price was greater than the average market price of the common
shares.
17
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
Three Months ended March 31, 2009
|
|
Income
|
|
|
|
|
|
|
|
(thousands)
|
|
Shares (1)
|
|
Per Share
|
|
|
|
(numerator)
|
|
(denominator)
|
|
Amount
|
|
Basic income from continuing operations per share
|
|
|
|
|
|
|
|
Net income from continuing operations
|
|
$
|
139
|
|
6,242,252
|
|
0.02
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net income from continuing operations
available to common stockholders
|
|
$
|
139
|
|
6,242,252
|
|
0.02
|
|
|
|
|
|
|
|
|
|
Basic income from discontinued operations per
share
|
|
|
|
|
|
|
|
Net income from discontinued operations
|
|
3,181
|
|
6,242,252
|
|
0.51
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net income from discontinued operations
available to common stockholders
|
|
$
|
3,181
|
|
6,242,252
|
|
0.51
|
|
|
|
|
|
|
|
|
|
Basic income available to common stockholders per
share
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
3,320
|
|
6,242,252
|
|
0.53
|
|
Effect of dilutive securities
|
|
|
|
|
|
|
|
Options to purchase common stock
|
|
|
|
|
|
|
|
Diluted net income available to common
stockholders
|
|
$
|
3,320
|
|
6,242,252
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
|
(1)
297,154 anti-dilutive
weighted average shares have been excluded from this computation because the
option exercise price was greater than the average market price of the common
shares.
14.
Comprehensive Income (Loss)
Components of comprehensive income (loss) are presented in the
following chart:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2010
|
|
2009
|
|
Unrealized gains (losses) on securities:
|
|
|
|
|
|
Unrealized gains (losses) arising in period
|
|
$
|
801
|
|
$
|
(523
|
)
|
Reclassification adjustment
|
|
|
|
(88
|
)
|
Net unrealized gain (loss)
|
|
801
|
|
(611
|
)
|
Other comprehensive income (loss) before taxes
|
|
801
|
|
(611
|
)
|
Income tax (expense) benefit
|
|
(273
|
)
|
207
|
|
Other comprehensive income (loss)
|
|
528
|
|
(404
|
)
|
Net (loss) income including non-controlling
interests
|
|
(1,603
|
)
|
3,488
|
|
Comprehensive (loss) income
|
|
(1,075
|
)
|
3,084
|
|
Comprehensive income attributable to non-
controlling interests
|
|
(198
|
)
|
(168
|
)
|
Comprehensive (loss) income for First Chester
County Corporation
|
|
$
|
(1,273
|
)
|
$
|
2,916
|
|
15.
Fair Value Measurement and Fair
Value of Financial Instruments
ASC
820-10 defines fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in an orderly transaction
between market participants on the measurement date. ASC 820-10 also
establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring
fair value. ASC 820-10 clarifies proper fair value determination in a market
that is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. The Corporation considered the requirements of
ASC 820-10 when estimating fair value.
ASC
825-10 Financial Instruments permits entities to choose to measure many
financial instruments and certain other items at fair value at specified
election dates. The Corporation elected to account for loans held for sale
under this election option.
18
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
ASC
820-10 describes three levels of inputs that may be used to measure fair value:
·
Level 1: Quoted prices (unadjusted) for
identical assets or liabilities in active markets that the entity has the
ability to access as of the measurement date.
·
Level 2: Significant other observable inputs
other than Level 1 prices, such as quoted prices for similar assets or
liabilities, quoted prices in markets that are not active, and other inputs
that are observable or can be corroborated by observable market data.
·
Level 3: Significant unobservable inputs that
reflect a companys own assumptions about the assumptions that market
participants would use in pricing an asset or liability.
Assets and Liabilities Measured
at Fair Value on a Recurring Basis
A
description of the valuation methodologies used for financial instruments
measured at fair value on a recurring basis, as well as the classification of
the instruments pursuant to the valuation hierarchy, are as follows:
Securities
: 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 matrix pricing, which
is a mathematical technique used widely in the industry to value debt
securities without relying exclusively on quoted prices for the specific
securities but rather by relying on the securities relationship to other
benchmark quoted securities.
Level
1 Valuation Techniques and Inputs for Investment Securities
The
Corporation reports U.S. Treasury and certain Bank equity securities at fair
value utilizing Level 1 inputs. These securities are priced using observable
quotations for the indicated security.
Level
2 Valuation Techniques and Inputs for Investment Securities
The
majority of the Corporations investment securities are reported at fair value
utilizing Level 2 inputs. The valuations for U.S. Government agency, U.S.
Government agency mortgage backed securities, residential and commercial CMOs,
and Corporation equity securities are obtained through independent, third-party
pricing services. Prices obtained through these sources include market derived
quotations and matrix pricing and may include both observable and unobservable
inputs. Fair market values take into consideration data such as dealer quotes,
new issue pricing, trade prices for similar issues, prepayment estimates, cash
flows, market credit spreads and other factors.
The
valuations for state and municipal obligations are obtained through
independent, third-party pricing services as well. Valuations for these securities are performed
using information on identical or similar securities provided by market makers,
broker/dealers and buy-side firms, new issue sales and bid-wanted lists. The
individual securities are then priced based on mapping the characteristics of
the security such as obligation type (General Obligation, Revenue, etc.),
maturity, state discount and premiums, call features, taxability and other
considerations.
Level
3 Valuation Techniques and Inputs for Investment Securities
Other
equity securities are primarily comprised of Federal Home Loan Corporation (FHLB)
and Federal Reserve Board (FRB) stock.
The Corporation is required to purchase and hold stock in the FHLB and
FRB to satisfy membership and borrowing requirements. This stock is restricted
in that it can only be sold
19
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
to
the FHLB, FRB or to another member institution, and all sales must be at par.
As a result of these restrictions, these equity securities are unlike other
investment securities insofar as there is no trading market and the transfer
price is determined by membership rules and not by market
participants. Accordingly, the
Corporations valuation for these securities is estimated at its par value.
Mortgage
Servicing Rights (MSRs)
: To determine the fair value of MSRs, the
Bank uses an independent third party to estimate the present value of estimated
future net servicing income. This valuation method incorporates an assumption
that market participants would use in estimating future net servicing income,
which include estimates of the cost to service, the discount rate, custodial
earnings rate, an inflation rate, ancillary income, prepayment speeds, and
default rates and losses. The fair value of servicing rights was determined
using discount rates ranging from 8.0% to 10.4%, prepayment speeds ranging from
6.1% to 42.9% depending on the stratification of the specific right, and a
weighted average default rate of 0.5%. The Corporation records the MSR as a
recurring Level 3.
The
Corporation had no transfers in or out of Level 1 and Level 2 during the period
ended March 31, 2010.
The
table below presents the balance of assets and liabilities from continuing
operations at March 31, 2010 and December 31, 2009, measured at fair
value on a recurring basis:
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
March 31,
2010
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
5,020
|
|
$
|
|
|
$
|
|
|
$
|
5,020
|
|
U.S. Government agency
|
|
|
|
2,028
|
|
|
|
2,028
|
|
U.S. Government agency mortgage-backed securities
|
|
|
|
34,145
|
|
|
|
34,145
|
|
CMO Residential
|
|
|
|
959
|
|
|
|
959
|
|
CMO Commercial
|
|
|
|
825
|
|
|
|
825
|
|
State and municipal
|
|
|
|
3,865
|
|
|
|
3,865
|
|
Corporate securities
|
|
|
|
6,359
|
|
|
|
6,359
|
|
Bank equity securities
|
|
3
|
|
569
|
|
|
|
572
|
|
Other equity securities
|
|
|
|
|
|
11,523
|
|
11,523
|
|
Mortgage servicing rights
|
|
|
|
|
|
623
|
|
623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
December 31,
2009
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
|
U.S. Treasury
|
|
$
|
20,016
|
|
$
|
|
|
$
|
|
|
$
|
20,016
|
|
U.S. Government agency
|
|
|
|
2,047
|
|
|
|
2,047
|
|
U.S. Government agency mortgage-backed securities
|
|
|
|
36,995
|
|
|
|
36,995
|
|
CMO Residential
|
|
|
|
998
|
|
|
|
998
|
|
CMO Commercial
|
|
|
|
808
|
|
|
|
808
|
|
State and municipal
|
|
|
|
4,594
|
|
|
|
4,594
|
|
Corporate securities
|
|
|
|
5,865
|
|
|
|
5,865
|
|
Bank equity securities
|
|
3
|
|
530
|
|
|
|
533
|
|
Other equity securities
|
|
|
|
|
|
10,842
|
|
10,842
|
|
Mortgage servicing rights
|
|
|
|
|
|
575
|
|
575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets Measured at Fair
Value on a Nonrecurring Basis
A
description of the valuation methodologies and classification levels used for
financial instruments measured at fair value on a nonrecurring basis are listed
as follows. These listed instruments are subject to fair value adjustments
(impairment) as they are valued at the lower of cost or market.
Loans and leases
:
The Corporation 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. Once
a loan is identified as individually impaired, Management measures impairment
in accordance with ASC 310. 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, 2010 and December 31, 2009, substantially
all of the impaired loans were evaluated based on the fair value of the
collateral less costs to sell. In accordance with ASC 820-10 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 or a current appraised value,
the Corporation records the impaired loan as nonrecurring Level 3. The Banks policies require loan officers to
regularly review accounts. Consistent with OCC guidance appraisals are updated
as warranted based on specific facts and circumstances. Appraisals are also
updated whenever a loan becomes criticized or classified.
OREO
:
OREO is adjusted to fair value upon transfer
of the loans to foreclosed assets. Fair value is based upon independent market
prices, appraised values of the collateral or Managements estimation of the
value of the collateral. The Corporation records the foreclosed asset as
nonrecurring Level 3.
The
table below presents the balance of assets and liabilities from continuing
operations at March 31, 2010 and December 31, 2009, measured at fair
value on a nonrecurring basis:
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
March 31,
2010
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans & leases
|
|
$
|
|
|
$
|
|
|
$
|
37,684
|
|
$
|
37,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OREO
|
|
$
|
|
|
$
|
|
|
$
|
2,918
|
|
$
|
2,918
|
|
21
Table of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
December 31,
2009
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans & leases
|
|
$
|
|
|
$
|
|
|
$
|
34,105
|
|
$
|
34,105
|
|
OREO
|
|
|
|
|
|
|
|
|
3,692
|
|
|
3,692
|
|
Disclosures about financial
instruments
The
table below presents the rollforward of assets from continuing operations that
are valued using significant unobservable inputs (Level 3) for the three months
ended March 31, 2010:
|
|
Mortgage
Servicing Rights
|
|
Investments
|
|
Beginning balance
|
|
$
|
575
|
|
$
|
10,842
|
|
Total gains (losses) realized/unrealized:
|
|
|
|
|
|
Included in earnings
|
|
48
|
|
|
|
Included in other comprehensive loss
|
|
|
|
(32
|
)
|
Purchases
|
|
|
|
713
|
|
Maturities
|
|
|
|
|
|
Prepayments
|
|
|
|
|
|
Calls
|
|
|
|
|
|
Transfers into Level 3
|
|
|
|
|
|
Ending Balance
|
|
$
|
623
|
|
$
|
11,523
|
|
The estimated fair values and carrying amounts of the assets and
liabilities from continuing operations are summarized as follows:
|
|
March 31, 2010
|
|
December 31, 2009
|
|
|
|
Estimated
|
|
Carrying
|
|
Estimated
|
|
Carrying
|
|
(Dollars
in thousands)
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
207,462
|
|
$
|
207,462
|
|
$
|
146,681
|
|
$
|
146,681
|
|
Investment securities available-for-sale
|
|
65,296
|
|
65,296
|
|
82,698
|
|
82,698
|
|
Gross loans and leases
|
|
850,243
|
|
884,269
|
|
866,754
|
|
901,889
|
|
Mortgage servicing rights
|
|
623
|
|
623
|
|
575
|
|
575
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
Deposits with no stated maturities
|
|
580,198
|
|
580,198
|
|
594,278
|
|
594,278
|
|
Deposits with stated maturities
|
|
496,153
|
|
492,642
|
|
518,642
|
|
516,022
|
|
FHLB and other borrowings
|
|
132,917
|
|
130,254
|
|
175,904
|
|
172,897
|
|
Subordinated debentures
|
|
14,574
|
|
20,795
|
|
12,410
|
|
20,795
|
|
|
|
|
|
|
|
|
|
|
|
Off-Balance-Sheet
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit and outstanding
letters of credit
|
|
159,156
|
|
159,156
|
|
205,468
|
|
205,468
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
Accounting for Stock-Based
Compensation Plans
At March 31, 2010, the Corporation had one stock based
compensation plan, pursuant to which, shares of the Corporations common stock
could be issued, subject to certain restrictions. The plan, adopted in 2005,
allows the Corporation to grant up to 150,000 shares of restricted stock to
employees. During the three months ended March 31, 2010, the Corporation
granted no shares of restricted stock under this plan. These restricted stock
22
Table
of Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
grants are subject to accelerated vesting of all or a portion of the
shares upon the occurrence of certain events.
A summary of the Corporations unvested restricted shares is as follows:
(Dollars
in thousands, except shares, and per share data)
|
|
Shares
|
|
Grant Date Fair
Value
|
|
Aggregate Intrinsic
Value
of Unvested Shares
|
|
Unvested at January 1, 2010
|
|
54,474
|
|
$
|
10.57
|
|
$
|
503
|
|
Granted
|
|
|
|
$
|
|
|
|
|
Vested
|
|
(2,199
|
)
|
$
|
21.05
|
|
|
|
Forfeited
|
|
(1,400
|
)
|
$
|
11.35
|
|
|
|
Unvested at March 31, 2010
|
|
50,875
|
|
$
|
10.09
|
|
$
|
518
|
|
The Corporation recorded approximately $36 thousand and $41 thousand of
restricted stock expense for the three months ended March 31, 2010 and
2009, respectively.
The Corporations ability to issue stock options under the Corporations
1995 Stock Option Plan has expired. However, outstanding stock options remain
in effect according to their terms. Aggregated information regarding the
Corporations 1995 Stock Option Plan and the options assumed in the AHB
acquisition as of March 31, 2010 is presented below.
(Dollars in thousands,
except shares, per share and years data)
Options
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at January 1, 2010
|
|
230,900
|
|
$
|
15.79
|
|
3.32
|
|
$
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
$
|
|
|
|
|
|
|
Outstanding at March 31, 2010
|
|
230,900
|
|
$
|
15.75
|
|
3.07
|
|
$
|
|
|
Exercisable at March 31, 2010
|
|
230,900
|
|
$
|
15.75
|
|
3.07
|
|
$
|
|
|
There were no options granted during the three months ended March 31,
2010. There was no intrinsic value
(market value on date of exercise less grant price) of options at March 31,
2010 as all options had an exercise price that was higher than the market price
on March 31, 2010.
17.
Commitment
and Contingencies
Reserve for Unfunded Commitments
The
Corporation maintains a reserve for unfunded loan commitments and letters of
credit which is reported in other liabilities in the Unaudited Consolidated
Statements of Financial Condition consistent with ASC 825-10. As of the balance
sheet date, the Corporation records estimated losses inherent with unfunded
loan commitments in accordance with ASC 450-20, and estimated future
obligations under letters of credit in accordance with ASC 460-10. The
methodology used to determine the adequacy of this reserve is integrated in the
Corporations process for establishing the allowance for loan losses and
considers the probability of future losses and obligations that may be incurred
under these off-balance sheet agreements. The reserve for unfunded
loan commitments and letters of credit as of March 31, 2010 and
December 31, 2009 was approximately $599 thousand and $669 thousand,
respectively. Management believes this reserve level is sufficient to absorb
estimated probable losses related to these commitments.
Loan Recourse
The
Corporation sells its residential mortgage loans on a non-recourse basis. The
Corporation also provides representations and warranties to purchasers and
insurers of the loans sold. In the event of a breach of these
23
Table of
Contents
FIRST CHESTER COUNTY CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
representations
and warranties, the Corporation may be required to repurchase a mortgage loan
or indemnify the purchaser, and any subsequent loss on the mortgage loan may be
borne by the Corporation. If there is no breach of a representation and
warranty provision, the Corporation has no obligation to repurchase the loan or
indemnify the investor against loss. The unpaid principal balance of the loans
sold by the Corporation represents the maximum potential exposure related to
representations and warranty provisions; however, the Corporation cannot
estimate its maximum exposure because it does not service all of the loans for
which it has provided a representation or warranty. As of March 31, 2010
and December 31, 2009, the Corporation had a liability of $733 thousand
and $688 thousand, respectively, included in Liabilities related to assets held
for sale on the Consolidated Balance Sheet, for probable losses related to the
Corporations recourse exposure. This
liability is part of our discontinued mortgage banking operations, however it
is anticipated that the Corporation may retain all or a portion of this
liability after the anticipated sale of the mortgage banking division.
24
Table of Contents
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
discussion is intended to further your understanding of the consolidated
financial condition and results of operations of First Chester County
Corporation and its direct and indirect subsidiaries. It should be read in
conjunction with the consolidated financial statements included in this report.
OVERVIEW
The
Corporation reported net loss from continuing operations of $604 thousand for
the quarter ended March 31, 2010, as compared to net income from
continuing operations of $139 thousand for the quarter ended March 31,
2009.
The
following is an overview of key factors affecting our March 31, 2010
results from continuing operations:
·
Salaries and employee benefits decreased $1.7
million to $3.6 million for the three months ending March 31, 2010, as
compared to the same period in 2009.
·
The provision for loan and lease losses
decreased $1.1 million to $266 thousand during the three months ended March 31,
2010.
·
Net interest income from continuing
operations decreased $686 thousand to $8.3 million for the three-month period
ended March 31, 2010, as compared to the same period in 2009.
·
Professional fees increased $1.2 million to $1.8
million for the three months ending March 31, 2010.
·
Write-down of OREO was $1.3 million for the
three months ending March 31, 2010. There were no such write-downs from
continuing operations in the same period in 2009.
During
first quarter 2010, we announced the potential sale of the AHB mortgage banking
segment. Accordingly, assets related to
mortgage banking operations have been reclassified to discontinued assets held
for sale and the mortgage banking operations related to this segment have been reclassified,
and are now reflected as discontinued operations. Refer to Note 6 of the
accompanying consolidated financial statements for information related to
discontinued operations.
CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
Our
accounting and reporting policies conform with GAAP and the general practices
within the financial services industry. The preparation of financial statements
in conformity with GAAP requires Management to make estimates and assumptions
that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
Critical
accounting estimates are necessary in the application of certain accounting
policies and procedures, and are particularly susceptible to significant
change. Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and could potentially result in
materially different results under different assumptions and conditions. In
addition to the information contained in Note 4 of the accompanying
consolidated financial statements and Note C of the consolidated financial
statements included in our 2009 Annual Report, management believes that the
most critical accounting policies, which involve the most complex or subjective
decisions or assessments, are as follows:
Discontinued Operations
In
accordance with ASC 360-10-45,
Property, Plant and Equipment Overall
Other Presentation Matters, we classify the assets and liabilities of a
business as held-for-sale when management approves and commits to a formal plan
of sale and it is probable that the sale will be completed. The carrying value
of the net assets of the business held-for-sale are then recorded at the lower
of their carrying value or fair market value, less costs to sell, and we cease
to record depreciation and amortization expense associated with assets
held-for-sale.
In
accordance with ASC 205-20-45, Presentation of Financial Statements
Discontinued Operations Other Presentation Matters, the results of operations of a component of
an entity that has either been disposed of, or is classified as held for sale,
shall be reported in discontinued operations if both the operations and cash
flows of the component have been, or will be, eliminated from ongoing
operations of the entity as a result of the disposal transaction and the entity
will not have any significant continuing involvement in the operations of the
component after the disposal transaction.
25
Table
of Contents
OTHER
ASSETS
Other
assets decreased $10.3 million to $22.3 million at March 31, 2010, as
compared to $32.6 million at December 31, 2009. At December 31, 2009,
the Corporation had an $8.7 million receivable recorded in other assets which
related to a former BOLI policy which the Bank had surrendered in 2008. In the
first quarter 2010, the Corporation received cash proceeds in full payment of
this receivable.
NET
INTEREST INCOME
Net
interest income is the difference between interest income earned on
interest-earning assets and interest expense paid on interest-bearing
liabilities. The following table provides detail regarding the Corporations
average balances with corresponding interest income (on a tax-equivalent basis)
and interest expense from both continuing and discontinued operations, as well
as yield and cost information for the periods presented. Managements discussion and analysis of net
interest income, interest income, and interest expense is based on aggregated
amounts of continuing and discontinued operations.
|
|
Three Months ended March 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
(Dollars
in thousands)
|
|
Balance
|
|
Interest
|
|
Rate%
|
|
Balance
|
|
Interest
|
|
Rate%
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold, interest-bearing deposits in banks
and other overnight investments
|
|
$
|
182,635
|
|
$
|
121
|
|
0.27
|
%
|
$
|
26,516
|
|
$
|
28
|
|
0.43
|
%
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
64,278
|
|
395
|
|
2.49
|
%
|
101,900
|
|
1,152
|
|
4.58
|
%
|
Tax-exempt (1)
|
|
4,077
|
|
51
|
|
5.07
|
%
|
9,606
|
|
114
|
|
4.81
|
%
|
Total investment securities
|
|
68,355
|
|
446
|
|
2.65
|
%
|
111,506
|
|
1,266
|
|
4.60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale
|
|
115,959
|
|
1,194
|
|
4.18
|
%
|
151,157
|
|
1,844
|
|
4.95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and leases: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
873,621
|
|
12,220
|
|
5.67
|
%
|
919,111
|
|
12,950
|
|
5.71
|
%
|
Tax-exempt (1)
|
|
14,826
|
|
223
|
|
6.09
|
%
|
20,737
|
|
375
|
|
7.34
|
%
|
Total loans and leases
|
|
888,447
|
|
12,443
|
|
5.68
|
%
|
939,848
|
|
13,325
|
|
5.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
1,255,396
|
|
14,204
|
|
4.59
|
%
|
1,229,027
|
|
16,463
|
|
5.43
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan and lease losses
|
|
(24,012
|
)
|
|
|
|
|
(10,569
|
)
|
|
|
|
|
Cash and due from banks
|
|
20,391
|
|
|
|
|
|
27,952
|
|
|
|
|
|
Other assets
|
|
58,474
|
|
|
|
|
|
61,187
|
|
|
|
|
|
Total assets
|
|
1,310,249
|
|
|
|
|
|
$
|
1,307,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW, and money market deposits
|
|
$
|
430,673
|
|
725
|
|
0.68
|
%
|
$
|
424,994
|
|
$
|
1,205
|
|
1.15
|
%
|
Certificates of deposit and other time
|
|
491,643
|
|
2,535
|
|
2.09
|
%
|
447,521
|
|
3,266
|
|
2.96
|
%
|
Total interest-bearing deposits
|
|
922,316
|
|
3,260
|
|
1.43
|
%
|
872,515
|
|
4,471
|
|
2.08
|
%
|
Subordinated debt
|
|
20,795
|
|
271
|
|
5.29
|
%
|
15,465
|
|
174
|
|
4.56
|
%
|
Federal Home Loan Bank advances and other borrowings
|
|
145,175
|
|
1,465
|
|
4.09
|
%
|
174,200
|
|
1,536
|
|
3.58
|
%
|
Total interest-bearing
|
|
1,088,286
|
|
4,996
|
|
1.86
|
%
|
1,062,180
|
|
6,181
|
|
2.36
|
%
|
Non-interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing demand deposits
|
|
150,729
|
|
|
|
|
|
144,060
|
|
|
|
|
|
Other liabilities
|
|
15,009
|
|
|
|
|
|
14,393
|
|
|
|
|
|
Total liabilities
|
|
1,254,024
|
|
|
|
|
|
1,220,633
|
|
|
|
|
|
Equity
|
|
56,225
|
|
|
|
|
|
86,964
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
1,310,249
|
|
|
|
|
|
$
|
1,307,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income (tax equivalent) / margin on
earning assets
|
|
|
|
$
|
9,208
|
|
2.97
|
%
|
|
|
$
|
10,282
|
|
3.39
|
%
|
Less net interest income from discontinued
operations (3)
|
|
|
|
846
|
|
|
|
|
|
1,165
|
|
|
|
Less tax equivalent adjustment
|
|
|
|
87
|
|
|
|
|
|
156
|
|
|
|
Net interest income from continuing operations
|
|
|
|
$
|
8,275
|
|
|
|
|
|
$
|
8,961
|
|
|
|
26
Table
of Contents
(1)
The indicated income and
annual rate are presented on a taxable equivalent basis using the federal
marginal rate of 34% adjusted for the TEFRA 20% interest expense disallowance
for March 31, 2010 and 2009.
(2)
Non-accruing loans are
included in the average balance.
(3)
Net interest income of the
mortgage banking segment includes income from loans held for sale and imputed
interest expense calculated using the Corporations internal matched funds
transfer pricing methodology. See Note 6
of the accompanying financial statements for further discussion of discontinued
operations.
Net
interest income on a tax equivalent basis for the three-month period ending March 31,
2010 was $9.2 million, a decrease of 10.7% compared to $10.3 million for the
same period in 2009. The net interest margin on earning assets decreased to
2.97% for the three-month period ending March 31, 2010, a decline of 42
basis points (one basis point is equal to 1/100 of a percent) versus the 3.39%
recorded in the same period of 2009.
The
yield earned on average interest-earning assets, on a tax equivalent basis, was
4.59% for the three-month period ending March 31, 2010, compared to 5.43%
for the same period in 2009, a decline of 84 basis points. The average rate
paid on interest bearing liabilities from decreased 50 basis points to 1.86% in
three-month period ending March 31, 2010 from 2.36% in the same period in
2009.
Average
interest-earning assets increased $26.4 million, to $1.255 billion in the
three-month period ending March 31, 2010 compared to $1.229 billion in the
same period last year. Federal funds sold and other short term investments
increased $156.1 million, partly offset by a $43.2 million decrease in
investment securities, a $51.4 million decrease in loans and leases and a $35.2
million decrease in loans held for sale.
Average
interest-bearing liabilities increased $26.1 million to $1.088 billion in the
three-month period ending March 31 2010 from $1.062 billion in the same
period last year. Certificates of deposit and other time deposits increased
$44.1 million, other interest-bearing deposits increased $5.7 million and
subordinated debt increased $5.3 million. Average FHLB advances and other
borrowings declined $29.0 million.
INTEREST
INCOME
Interest
income, on a tax equivalent basis, declined $2.3 million, or 13.7%, to $14.2
million for the three-month period ending March 31, 2010, compared to
$16.5 million for the same period in 2009.
Interest
income from investment securities declined $820 thousand to $446 thousand for
the three-month period ending March 31, 2010, compared to $1.3 million for
the same period last year. The average
balance of the investment portfolio decreased 38.7% to $68.4 million,
reflecting managements decision to invest available cash in more secure, but
lower yielding, overnight investment alternatives, as such, the average yield
of the portfolio fell to 2.65% from 4.60%.
Loan
and lease interest income declined $882 thousand to $12.4 million for the
three-month period ending March 31 2010, compared to $13.3 million for the
same period 2009, primarily as a result of the decrease in average loans of
$51.4 million driven by the lack of organic loan growth and the sale of $52.5
million of commercial and commercial real estate loans to Tower in December 2009.
Offsetting
these decreases, interest income from federal funds sold, interest-bearing
deposits in banks and other overnight investments for the three-month period
ending March 31 2010, increased $93 thousand to $121 thousand from the
prior year as their average balances increased $156.1 million offset by yield
decreases of 16 basis points to 0.27%. The increased average balance resulted
from managements decision to enhance Bank liquidity by utilizing lower risk,
shorter term investment alternatives.
INTEREST
EXPENSE
Interest
expense, on a tax equivalent basis, declined $1.2 million to $5.0 million for
the three-month period ending March 31, 2010, compared to $6.2 million for
the same period in 2009.
Interest
expense on interest bearing deposits fell $1.2 million to $3.3 million for the
three-month period ending March 31 2010 from the same period in 2009. The decrease was driven by the decline in the
average rate paid of 65 basis points to 1.43%, offset by a $49.8 million
increase in average balances, largely from higher certificates of deposit. The increase in certificates of deposit
balances was primarily due to fourth quarter 2009 certificate of deposit
promotion which was undertaken to increase liquidity and lengthen the
maturities of liabilities supporting earning assets to help mitigate the risk
of using interest rates.
27
Table
of Contents
Interest
expense on FHLB advances and other borrowings declined $71 thousand to $1.5
million for the three-month period ending March 31 2010, compared to the
same period 2009. The average balance of
FHLB advances and other borrowings declined by $29.0 million primarily
comprised of a $49.2 million reduction in average FHLB advances at the Bank
partially offset by a $23.1 million increase in average borrowings at the parent
company. FHLB advances decreased due to
increases in deposit balances and a decrease in the funding needs of the
mortgage banking operations. The above
offsetting increase at the parent company is due to borrowings from Tower which
occurred in December 2009 and bear a rate of 6.0%.
Interest
expense paid on subordinated debt increased $97 thousand to $271 thousand for
the three-month period ending March 31, 2010 from $174 thousand in the
same period last year. This increase was largely driven by the issuance of $5.3
million dollars of preferred securities in April of 2009 at a rate of
12.00%.
ASSET
QUALITY AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Allowance
for loan and lease losses
The
allowance for loans and lease losses decreased $753 thousand to $22.5 million
at March 31, 2010, as compared to December 31, 2009. The decrease in the allowance for loan losses
is primarily the result of a $17.6 million decrease in outstanding loans and
leases balances and net charge-offs of $1.1 million during the first quarter
2010. The allowance for loan and lease
losses as a percentage of gross loans and leases at March 31, 2010 was
2.54%, as compared to 2.57% at December 31, 2009.
The
percentage of non-performing loans to gross loans was 5.11% at March 31,
2010, compared to 4.67% at December 31, 2009, as total non-performing
loans increased $3.0 million during the first quarter. The allowance for loan and lease losses as a
percentage of non-performing loans decreased to 49.72%, as compared to 55.07%
at December 31, 2009. The specific
reserves related to non-performing assets remained relatively flat at $7.5
million as compared to December 31, 2009.
Several commercial real estate loans that migrated into an impaired loan
classification during the first quarter 2010 required nominal specific reserves
based on the collateral securing these impaired loans.
Provision
for loan and lease losses
During
the three months ended March 31, 2010 and 2009, we recorded a $266 thousand
provision for loan and lease losses as compared to $1.4 million for the same
period in 2009. This decrease was
primarily result of loans that were changed-off in the first quarter that were
specifically reserved for at December 31, 2009, as well as a decline in loan
balances over the first quarter as noted above.
Net
charge-offs
Net
charge-offs in the first quarter 2010 were $1.1 million, compared to $297
thousand of net charge-offs during the same period in 2009. The increase
in charge-offs reflects the deterioration of economic conditions and resulting
failure of businesses, devaluation of collateral values and negative impact on
consumers ability to service debt. A significant portion of loans
charged-off in the first quarter 2010 related to loans that had been evaluated
and deemed impaired at December 31, 2009.
The specific reserves allocated to these impaired loans were
approximately $663 thousand at December 31, 2009.
The
following chart presents an analysis of the Allowance for Loan and Lease
Losses:
|
|
Three Months Ended
March 31,
|
|
(Dollars in thousands)
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
$
|
23,217
|
|
$
|
10,335
|
|
|
|
|
|
|
|
Provision charged to operating expense
|
|
266
|
|
1,387
|
|
|
|
|
|
|
|
Recoveries of loans previously charged-off
|
|
137
|
|
145
|
|
Loans charged-off
|
|
(1,226
|
)
|
(442
|
)
|
Net loan charge-offs
|
|
(1,089
|
)
|
(297
|
)
|
|
|
|
|
|
|
Allowance other adjustment (1)
|
|
70
|
|
(162
|
)
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
22,464
|
|
$
|
11,263
|
|
|
|
|
|
|
|
Period-end loans and leases outstanding
|
|
$
|
884,269
|
|
$
|
940,131
|
|
Average loans outstanding
|
|
$
|
888,447
|
|
$
|
939,848
|
|
|
|
|
|
|
|
Allowance for loan and lease losses as a
percentage of period-end loans outstanding
|
|
2.54
|
%
|
1.20
|
%
|
Net charge-offs to average loans outstanding
|
|
0.12
|
%
|
0.03
|
%
|
28
Table of
Contents
(1)
The Allowance other
adjustment represents the reclassification of an allowance for possible losses
on unfunded loans and unused lines of credit.
These loans and lines of credit, although unfunded, have been committed
to by the Bank.
Non-performing assets
Non-performing
assets include those loans on non-accrual status, loans past due 90 days or
more and still accruing, troubled debt restructurings and other loans deemed
impaired and other real estate owned. Non-performing loans are generally
collateralized and are in the process of collection. The percentage of
non-performing loans to gross loans was 5.11% at March 31, 2010, compared
to 4.67% at December 31, 2009. The
non-accrual loan and lease balance at March 31, 2010 was $27.9 million,
compared to $27.6 million at December 31, 2009.
Non-accrual
loan and leases
Loans are generally placed
on non-accrual when the loan becomes 90 days delinquent at which time all
accrued but unpaid interest is reversed.
Interest income is no longer accrued on such assets and any future
payments are applied as a reduction in the principal balance of the loan. All
non-accrual loans are considered impaired assets and are evaluated individually
for required specific reserves. The
approximate gross interest income that would have been recorded for the three
months ending March 31, 2010 if the $27.9 million in non-accrual loans had
been current in accordance with their original terms was approximately $330
thousand. The actual amount of interest income included in net income as of March 31,
2010 on these loans was $5 thousand relating to interest received prior to
loans being placed on non accrual status.
Restructured
and other impaired loans
Through negotiations with a
borrower, we may restructure a loan prior to the completion of its contractual
term. Modification of a loans terms constitutes a troubled debt restructuring
(TDR) if we for economic or legal reasons related to the borrowers financial
difficulties grant a concession that we would not otherwise consider. Not all
modifications of loan terms automatically result in a TDR. At March 31,
2010, we had $17.3 million in restructured and other impaired loans of which
$6.8 million are considered by management to be TDRs. At March 31, 2010,
these TDRs continue to perform under their re-negotiated terms and remain on
accrual status. At March 31, 2010, $5.6 million in TDRs were attributable
to various loans to one commercial real estate borrower.
The remaining $10.5 million
is comprised of loans which Management has reviewed individually and believes
the borrowers financial performance and/or a shortfall in the value of
collateral securing the loan provide enough evidence to deem the loan impaired.
These other impaired loans were performing under their original contractual
terms as of March 31, 2010.
Potential
problem loans
As a recurring part of its
portfolio management program, we identified approximately $52.3 million in
potential problem loans at March 31, 2010. Potential problem loans are
loans that are currently performing, but where the borrowers operating
performance or other relevant factors could result in potential credit
problems, and are typically classified by our loan rating system as substandard.
At March 31, 2010, potential problem loans primarily consisted of
commercial loans and commercial real estate. There can be no assurance that
additional loans will not become nonperforming, require restructuring, or
require increased provision for loan losses.
Other
real estate owned
OREO
represents property owned by us following default by the borrowers. OREO
property acquired through foreclosure is initially transferred at fair value
based on an appraised value less estimated
29
Table of
Contents
cost
to dispose. Adjustments are subsequently made to mark the property below this
amount if circumstances warrant. Losses arising from foreclosure
transactions are charged against the allowance for loan losses. Costs to
maintain real estate owned and any subsequent gains or losses are included in
our consolidated statements of income. The total OREO balance at March 31,
2010 was $2.9 million, as compared to $3.7 million at December 31, 2009,
and was comprised primarily of 1-4 family residential properties.
The
following chart presents detailed information regarding non-performing assets:
|
|
March 31,
|
|
December 31,
|
|
(Dollars
in thousands)
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
Past due over 90 days and still accruing
|
|
$
|
|
|
$
|
530
|
|
Non-accrual loans and leases (1)
|
|
27,854
|
|
27,581
|
|
Restructured and other impaired loans
|
|
17,328
|
|
14,046
|
|
Total non-performing loans and leases
|
|
45,182
|
|
42,157
|
|
|
|
|
|
|
|
Other real estate owned
|
|
2,918
|
|
3,692
|
|
Total non-performing assets
|
|
$
|
48,100
|
|
$
|
45,849
|
|
|
|
|
|
|
|
Non-performing loans and leases as a percentage of
total loans and leases
|
|
5.11
|
%
|
4.67
|
%
|
|
|
|
|
|
|
Allowance for loan and lease losses as a percentage
of non-performing loans and leases
|
|
49.72
|
%
|
55.07
|
%
|
|
|
|
|
|
|
Non-performing assets as a percentage of total
loans and other real estate owned
|
|
5.42
|
%
|
5.06
|
%
|
|
|
|
|
|
|
Allowance for loan and lease losses as a
percentage of non-performing assets
|
|
46.70
|
%
|
50.64
|
%
|
(1)
Generally, the Bank places a
loan or lease in non-accrual 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.
We
identify a loan as impaired when it is probable that interest and/or principal
will not be collected according to the contractual terms of the loan agreement.
ASC 310-10-35, Receivables, requires us to individually examine loans where
it is probable that we will be unable to collect all contractual interest and
principal payments according to the contractual terms of the loan agreement and
assess for impairment. The average recorded investment in the March 31,
2010 and December 31, 2009 impaired loans was $37.9 million and $25.2 million,
respectively. For the three months
ending March 31, 2010, interest income recognized during the time within
the period that the loans were impaired was $229 thousand. The Banks policies
require loan officers to regularly review accounts. Consistent with OCC
guidance appraisals are updated as warranted based on specific facts and
circumstances. Appraisals are also updated whenever a loan becomes criticized
or classified.
The
following charts present additional information about impaired loans and lease
balances as of March 31, 2010 and December 31, 2009:
March 31, 2010
|
|
|
|
|
|
Number of
|
|
Specific
|
|
|
|
Loan
|
|
Impaired
|
|
Impaired
|
|
Allowance
|
|
(Dollars
in thousands)
|
|
Balance
|
|
Loan Balance
|
|
Loans
|
|
on Impaired
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
$
|
324,126
|
|
$
|
14,632
|
|
47
|
|
$
|
1,105
|
|
Real estate commercial
|
|
259,388
|
|
13,009
|
|
11
|
|
3,563
|
|
Real estate commercial construction
|
|
62,430
|
|
11,871
|
|
11
|
|
780
|
|
Real estate residential
|
|
92,029
|
|
1,750
|
|
6
|
|
347
|
|
Real estate residential construction
|
|
28,059
|
|
1,449
|
|
4
|
|
523
|
|
Consumer loans
|
|
116,902
|
|
2,319
|
|
35
|
|
1,028
|
|
Lease financing receivables
|
|
1,335
|
|
152
|
|
5
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
884,269
|
|
$
|
45,182
|
|
119
|
|
$
|
7,498
|
|
30
Table
of Contents
December 31, 2009
|
|
|
|
|
|
|
|
Specific
|
|
|
|
|
|
|
|
Number of
|
|
Allowance
|
|
|
|
Loan
|
|
Impaired
|
|
Impaired
|
|
on Impaired
|
|
(Dollars
in thousands)
|
|
Balance
|
|
Loan Balance
|
|
Loans
|
|
Loans
|
|
|
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
$
|
334,286
|
|
$
|
13,269
|
|
35
|
|
$
|
1,029
|
|
Real estate commercial
|
|
261,643
|
|
12,071
|
|
11
|
|
3,637
|
|
Real estate commercial construction
|
|
66,204
|
|
8,786
|
|
8
|
|
135
|
|
Real estate residential
|
|
88,024
|
|
2,601
|
|
7
|
|
644
|
|
Real estate residential construction
|
|
29,387
|
|
2,137
|
|
7
|
|
874
|
|
Consumer loans
|
|
120,767
|
|
2,596
|
|
42
|
|
1,148
|
|
Lease financing receivables
|
|
1,578
|
|
167
|
|
8
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
901,889
|
|
$
|
41,627
|
|
118
|
|
$
|
7,522
|
|
NON-INTEREST
INCOME
Total
non-interest income from continuing operations decreased $1.4 million to $1.0
million for the three months ended March 31, 2010, compared to $2.4
million for the same period in 2009.
In
June 2010, the Corporation sold eight OREO properties to one buyer. A charge of
$1.3 million was recorded during the first quarter 2010 to reduce the carrying
amount of these assets to an amount that reflects the realizable value of these
properties based on the actual sales price.
The
Corporation has operating lease agreements with one customer. The income on these leases is classified as Rental
Income. Rental Income on operating
lease agreements for the three-month period ended March 31, 2010 was $257
thousand a decrease of $83 thousand or 24.4% from 340 thousand during the same
period in 2009.
NON-INTEREST
EXPENSE
Total
non-interest expense from continuing operations dereased $142 thousand or 1.5%
to $9.6 million for the three-month period ended March 31, 2010, compared
to $9.8 million during the same period in 2009.
Professional services
expense from continuing operations increased $1.2 million to $1.8 million for
the three-month period ended March 31, 2010 when compared to the same
period in 2009. The increase was
primarily due to the increased legal, audit and consulting fees related to the
merger with Tower Bank and the restatement of 2009 SEC filings.
FDIC
insurance premiums increased $257 thousand or 62.2% to $670 thousand for the
three month period ended March 31, 2010 when compared to the same period
in 2009. During 2008 and 2009, the FDIC
adopted rules that increased FDIC premiums significantly for all banks for
assessment periods beginning in the first quarter of 2009.
Offsetting
these increase in non-interest expenses, salaries and employee benefits from
continuing operations decreased $1.7 million to $3.6 million for the
three-month period ended March 31, 2010 compared to $5.2 million for the
same period in 2009. The primary driver
of this reduction was the fourth quarter 2009 reduction in force.
I
NCOME TAXES
The
Corporation has not recorded an income tax benefit for its net operating loss
for the three month period ended March 31, 2010. At March 31, 2010
the valuation allowance against the Corporations deferred tax asset increased
to $8.7 million from $7.5 million at December 31, 2009. The valuation
allowance is recorded against a portion of the Corporations deferred tax
assets after concluding that it was more likely than not that a portion of the
deferred tax asset would not be realized. In evaluating the ability to recover
our deferred tax assets, Management considers all available positive and
negative evidence regarding the ultimate realizability of our deferred tax
assets including past operating results and our forecast of future taxable
income. In addition, general uncertainty surrounding the future economic and
business conditions have increased the likelihood of volatility in our future
earnings. The Corporation has concluded and recorded a valuation allowance
against its deferred tax asset, except for amounts available for carryback
claims.
31
Table of Contents
LIQUIDITY
MANAGEMENT AND INTEREST RATE SENSITIVITY
Liquidity
Management
The
objective of liquidity management is to ensure the availability of sufficient
cash flows to meet all financial commitments.
Liquidity management addresses the Corporations ability to meet deposit
withdrawals either on demand or at contractual maturity, to repay borrowings as
they mature and to make new loans and investments as opportunities arise. Liquidity is managed on a daily basis
enabling management to monitor changes in liquidity and to react accordingly to
fluctuations in market conditions. The
primary sources of liquidity for the Corporation are funding available from the
growth of the existing deposit base, new deposits, FHLB, Federal Reserve and
cash flow from the investment and loan portfolios. The Corporation considers funds from such
sources to comprise its core funding sources because of the historical
stability of such sources of funds.
Additional liquidity comes from the Corporations credit
facilities. Other deposit sources
include a tiered savings product and certificates of deposit in excess of
$100,000. Details of core deposits, non-interest bearing demand deposit
accounts, and other deposit sources are highlighted in the following table and
include aggregated amounts from both continuing and discontinued operations:
|
|
For the Three Months Ended
March 31, 2010
|
|
For the Year Ended
December 31, 2009
|
|
|
|
Average
|
|
Effective
|
|
Average
|
|
Effective
|
|
(Dollars
in thousands)
|
|
Balance
|
|
Yield
|
|
Balance
|
|
Yield
|
|
DEPOSIT TYPE
|
|
|
|
|
|
|
|
|
|
NOW Accounts
|
|
$
|
227,091
|
|
0.46
|
%
|
$
|
193,760
|
|
0.78
|
%
|
Money Market
|
|
113,995
|
|
1.09
|
%
|
158,668
|
|
1.17
|
%
|
Statement Savings
|
|
37,939
|
|
0.46
|
%
|
40,198
|
|
0.55
|
%
|
Other Savings
|
|
2,179
|
|
0.93
|
%
|
1,946
|
|
0.96
|
%
|
Tiered Savings
|
|
49,469
|
|
0.94
|
%
|
46,650
|
|
1.05
|
%
|
Total NOW Savings, and Money Market
|
|
430,673
|
|
0.68
|
%
|
441,222
|
|
0.93
|
%
|
|
|
|
|
|
|
|
|
|
|
CDs Less than $100,000
|
|
275,018
|
|
2.09
|
%
|
276,274
|
|
2.55
|
%
|
CDs Greater than $100,000
|
|
216,625
|
|
2.09
|
%
|
152,891
|
|
2.66
|
%
|
Total CDs
|
|
491,643
|
|
2.09
|
%
|
429,165
|
|
2.59
|
%
|
|
|
|
|
|
|
|
|
|
|
Total Interest Bearing Deposits
|
|
922,316
|
|
1.43
|
%
|
870,387
|
|
1.75
|
%
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Bearing Demand Deposits
|
|
150,729
|
|
|
|
149,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits
|
|
$
|
1,073,045
|
|
|
|
$
|
1,020,354
|
|
|
|
The
Bank maintains several credit facilities with the FHLB as well as the Federal
Reserve and other banking institutions.
During the first quarter of 2010, average FHLB advances were $116.7
million and consisted of term advances with a variety of maturities. The average interest rate on these advances
was 3.49%. The Bank currently has a
maximum borrowing capacity with FHLB of approximately $60.0 million. FHLB advances are collateralized by a pledge
on the Banks portfolio of certain mortgage loans and a lien on the Banks FHLB
stock. In addition, the Bank has backup
lines of credit available from other financial institutions, as well as the
Federal Reserve, totaling approximately $203.7 million. Federal Reserve
borrowings are collateralized by a pledge on certain commercial and commercial
real estate loans and a lien on the Banks Federal Reserve stock.
Interest
Rate Sensitivity
The
goal of interest rate sensitivity management is to avoid fluctuating net
interest margins, and to enhance consistent growth of net interest income
through periods of changing interest rates.
Such sensitivity is measured as the difference in the volume of assets
and liabilities in the existing portfolio that are subject to repricing in a
future time period. The Corporations
net interest rate sensitivity gap within one year including assets and
liabilities of discontinued operations is a negative $108.1 million or 8.4% of
total assets at March 31, 2010. The
Corporations
32
Table of
Contents
gap
position is one tool used to evaluate interest rate risk and the stability of
net interest margins. Another tool that
management uses to evaluate interest rate risk is a computer simulation model
that assesses the impact of changes in interest rates on net interest income
under various interest rate forecasts and scenarios. Management has set acceptable limits of risk
within its Asset Liability Committee policy and monitors the results of the
simulations against these limits quarterly.
As of the most recent quarter-end, results are within policy limits and
indicate an acceptable level of interest rate risk, except rate simulations
quantifying the impact of an interest rate declines of 200 and 300 basis points.
Given the historically low rate levels the Bank is currently operating in, Management
believes it is very unlikely interest rates would decline 200 basis points or
more in the future. Management monitors interest rate risk as a regular part of
corporate operations
with the
intention of maintaining a stable net interest margin. The following table
presents our interest rate sensitivity analysis as of March 31, 2010, and
includes aggregated amounts from both continuing and discontinued operations:
|
|
|
|
Two
|
|
Over
|
|
|
|
|
|
|
|
Within
|
|
through
|
|
five
|
|
Non-rate
|
|
|
|
(Dollars
in thousands)
|
|
one year (1)
|
|
five years (1)
|
|
Years (1)
|
|
Sensitive (1)
|
|
Total (1)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold and overnight investments
|
|
$
|
1,062
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
1,062
|
|
Investment securities
|
|
30,145
|
|
14,704
|
|
20,447
|
|
|
|
65,296
|
|
Interest bearing deposits in banks
|
|
189,534
|
|
|
|
|
|
|
|
189,534
|
|
Loans held for sale
|
|
103,277
|
|
|
|
|
|
|
|
103,277
|
|
Net loans and leases
|
|
364,736
|
|
366,733
|
|
152,800
|
|
(22,464
|
)
|
861,805
|
|
Cash and due from banks
|
|
|
|
|
|
|
|
16,866
|
|
16,866
|
|
Premises and equipment
|
|
|
|
|
|
|
|
21,641
|
|
21,641
|
|
Other assets
|
|
|
|
|
|
|
|
33,484
|
|
33,484
|
|
Total assets
|
|
$
|
688,754
|
|
$
|
381,437
|
|
$
|
173,247
|
|
$
|
49,527
|
|
$
|
1,292,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
153,601
|
|
$
|
153,601
|
|
Interest bearing deposits
|
|
694,255
|
|
221,424
|
|
3,560
|
|
|
|
919,239
|
|
FHLB advances and other Borrowings
|
|
87,095
|
|
40,679
|
|
2,480
|
|
|
|
130,254
|
|
Subordinated debentures
|
|
15,465
|
|
|
|
5,330
|
|
|
|
20,795
|
|
Other liabilities
|
|
|
|
|
|
|
|
14,205
|
|
14,205
|
|
Capital
|
|
|
|
|
|
|
|
54,871
|
|
54,871
|
|
Total liabilities & capital
|
|
$
|
796,815
|
|
$
|
262,103
|
|
$
|
11,370
|
|
$
|
222,677
|
|
$
|
1,292,965
|
|
Net interest rate sensitivity gap
|
|
$
|
(108,061
|
)
|
$
|
119,334
|
|
$
|
161,877
|
|
$
|
(173,150
|
)
|
|
|
Cumulative interest rate sensitivity gap
|
|
$
|
(108,061
|
)
|
$
|
11,273
|
|
$
|
173,150
|
|
$
|
|
|
|
|
Cumulative interest rate sensitivity gap divided
by total assets
|
|
(8.4
|
)%
|
0.09
|
%
|
13.4
|
%
|
|
|
|
|
(1)
Amounts above are shown
consolidated and do not exclude the balances related to the mortgage banking
divisions discontinued operations.
Presentation with the exclusion of these balance sheet amounts was
deemed not meaningful by management.
The
nature of our current operations is such that we are not subject to foreign
currency exchange or commodity price risk. However, the Bank is subject to
interest rate risk with respect to its mortgage banking division. When the Bank
contractually commits with a customer to an interest rate on a residential
mortgage loan that it intends to sell, the Bank may be at risk that the value
of the loan, when ultimately sold, will be less than par. To hedge this risk,
the Bank enters into a derivative contract, primarily consisting of forward
loan sale commitments. Additionally, our liquidity planning takes into account
current risks in our mortgage banking operations. We sell residential mortgage
loans to various secondary market investors under several agreements. In the
event we breach certain requirements within these agreements, the investors
have the ability to suspend or terminate the agreements. A suspension or
termination could expose us to interest rate and liquidity risk, and also limit
our ability to manage our balance sheet size and maintain compliance with
regulatory capital guidelines. We are currently in default under these
agreements due to our failure to file our audited financial statements within
the specified timeframe, our failure to satisfy the IMCRs, and in certain cases
the inclusion of a going concern explanatory paragraph in the auditors
report regarding the consolidated financial statements. To date, two of the
investors under these agreements have terminated their agreements with us.
Additionally, other investors, to whom we sell nearly 88% of our loan
production, have verbally indicated that although we are in breach of the above
mentioned requirements, they will forebear the defaults for an unspecified
period of time.
33
Table of
Contents
CAPITAL
ADEQUACY
We are subject to Risk-Based
Capital Guidelines adopted by the Federal Reserve for bank holding companies.
The Bank is also subject to similar capital requirements adopted by the OCC.
Under these requirements, the regulatory agencies have set minimum capital
ratio thresholds. To be considered well capitalized banks must generally
maintain a Tier I leverage ratio of at least 5%, a Tier 1 risk-based capital
ratio of at least 6% and a total risked-based capital ratio of at least 10%.
During the fourth quarter of 2009, the OCC advised management that the OCC had
established new higher capital ratio requirements on the Bank (individual
minimum capital ratios, or IMCRs) thereby requiring the Bank to maintain its
Tier 1 leverage ratio at not less than 8%, its Tier 1 risk-based capital ratio
at not less than 10% and its total risk-based capital ratio at not less than
12%. The Bank was required to achieve these new higher levels by December 31,
2009.
Our efforts to raise capital
before the OCCs deadline consummated in the definitive merger agreement with
Tower Bancorp. As part of the merger agreement, Graystone Tower Bank increased
our loan from $4 million, which was entered into on November 20, 2009, to
up to a maximum of $26 million. We used the increased proceeds to make a
capital contribution to the Bank in an effort to satisfy the capital
requirements established by the OCC. The loan, as modified, is a non-revolving
one year term loan bearing interest at the rate of 6% per annum, and is secured
by a pledge of all of the common stock of the Bank. Additionally, under the
definitive merger agreement, Graystone purchased $52.5 million in first lien
residential real estate and commercial loan participations at a 1.5% discount
in effort to assist the Bank in satisfying the IMCRs.
As of March 31, 2010,
the Bank met the IMCR threshold for Tier 1 risk-based capital and total
risk-based capital, but was below the IMCR thresholds for Tier 1 leverage. The OCC may deem the Banks noncompliance to
be an unsafe and unsound banking practice which may subject the Bank to a
capital directive, a consent order, or such other administrative actions or
sanctions as the OCC considers necessary. It is uncertain what actions, if any,
the OCC would take with respect to noncompliance with these ratios, what action
steps the OCC might require the Bank to take to remedy this situation, and
whether such actions would be successful. The Corporations and Banks
risk-based capital ratios, shown below, have been computed in accordance with
regulatory accounting policies.
|
|
March 31,
|
|
December 31,
|
|
Current Requirements to
remain Well
Capitalized
|
|
|
|
2010
|
|
2009
|
|
Requirements (*)
|
|
Corporation
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
5.61
|
%
|
5.71
|
%
|
N/A
|
|
Tier I Capital Ratio
|
|
8.15
|
%
|
7.79
|
%
|
N/A
|
|
Total Risk-Based Capital Ratio
|
|
9.65
|
%
|
9.16
|
%
|
N/A
|
|
Bank
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
7.71
|
%
|
7.68
|
%
|
8.00
|
%
|
Tier I Capital Ratio
|
|
11.22
|
%
|
10.47
|
%
|
10.00
|
%
|
Total Risk-Based Capital Ratio
|
|
12.48
|
%
|
11.74
|
%
|
12.00
|
%
|
(*) Ratios imposed by the OCC under the IMCRs.
REGULATORY
MATTERS
On October 16, 2009, the Board of Directors of the Bank entered
into an MOU with the OCC. An MOU with regulatory authorities is an
informal action that is not published or publicly available and that is used
when circumstances warrant a milder form of action than a formal supervisory
action, such as a formal written agreement or order. Among other things, under
the MOU, the Bank has agreed to address the following matters:
·
Develop a comprehensive three-year capital
plan;
·
Take action to protect criticized assets and
adopt and implement a program to eliminate the basis of criticism of such
assets;
·
Establish an effective program that provides
for early problem loan identification and a formal plan to proactively manage
those assets;
34
Table of Contents
·
Review the adequacy of the Banks information
technology activities and Bank Secrecy Act compliance and approve written
programs of policies and procedures to provide for compliance; and
·
Establish a Compliance Committee of the Board
to monitor and coordinate the Banks adherence to the provisions of the MOU.
The Board of Directors and management have
already initiated corrective actions to comply with the provisions of the MOU.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There
have been no material changes in the Corporations assessment of its
sensitivity to market risk since its presentation in the 2009 Annual Report.
Please refer to Item 7A of the Corporations 2009 Annual Report for more
information.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
As
of March 31, 2010, the end of the period covered by this Quarterly Report
on Form 10-Q, an evaluation of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13(a)-15(e) and
15(d)-5(e) promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) was performed under the supervision and with the
participation of management, including our President and CEO, Chief Operating
Officer and our Chief Financial Officer. Based on that evaluation and the
identification of the material weakness in our internal control over financial
reporting as described below, management has concluded that our disclosure
controls and procedures were not effective to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act is (i) recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and
forms, and (ii) accumulated and communicated to management as appropriate
to allow timely decisions regarding required disclosures.
Changes in Internal Control over
Financial Reporting
As reported in our 2009
Annual Report, management conducted a thorough and methodical evaluation and
testing of our internal controls over financial reporting as of December 31,
2009, which resulted in the identification of three material control
weaknesses. Management continues their
ongoing efforts to correct and revise the existing processes surrounding these
material weaknesses and additional changes will be implemented as determined
necessary.
Allowance
for Loan and Lease Losses
During the third quarter of
2009, management identified a material weakness in our internal controls
related to the design and implementation of policies to promptly identify
problem loans and to quantify the elements of risk in problem loans. The Banks
policies and procedures were not systematically applied, which caused a failure
in the identification of problem loans on a timely basis and a failure to
accurately estimate the risk in the portfolio; this in turn caused a failure to
accurately determine the appropriate allowance for loan and lease losses (ALLL).
We also discovered a monitoring weakness that contributed to the
characterization of the status of certain loans to be classified as fully
performing, when in fact these loans were not. Management concluded that the
ALLL and the provision for loan and lease losses as of and for the three and
six months ended June 30, 2009 should be increased by $3.5 million. As a
result of the June 30, 2009 ALLL shortfall of $3.5 million, amounts
originally recorded as provision for loan and lease losses for the three months
ended September 30, 2009 were restated to the three month period ended June 30,
2009. This restatement created a material misstatement in the consolidated
statements of operations for the three months ended September 30, 2009, as
well as related footnote disclosures. During the fourth quarter of 2009 and
subsequent to year-end, we began taking the steps described below to remediate
the material weakness surrounding the ALLL as disclosed in our Amendment No. 1
to Form 10-Q/A for the periods ended June 30, 2009 and September 30,
2009.
Mark-to-Market
Accounting of Mortgage Loans Held for Sale
Subsequent to year-end,
management identified a material weakness in internal controls related to our
process to review the valuation of mortgage loans held for sale. Mortgage loans
held for sale represent mortgage loans originated by us and held until sold to
secondary market investors. Upon the closing of a residential mortgage loan
35
Table of Contents
originated by us, the
mortgage loan is typically warehoused for a period of time and then sold into
the secondary market. While in this warehouse phase, mortgage loans held for
sale are recorded at fair value under the fair value option with changes in
fair value recognized through earnings. An error was identified in our process
to properly identify a certain population of loans held for sale prior to
sending the loan details to our third party valuation firm. As such, we
erroneously excluded from the population to be fair valued, loans which were
identified for sale but for which we were awaiting the consideration from the
counterparty to complete the sales transaction. These particular loans were
correctly classified as loans held for sale on the consolidated balance sheet;
however, the unrealized gain associated with these loans was not reflected in
the consolidated balance sheet and the statement of operations. This error
resulted in an understatement in the carrying amount of loans held for sale for
the quarters ended March 31, June 30 and September 30, 2009, as
well as an understatement of net income for each quarter. As a result of this
material weakness, the Bank increased net gains from mortgage banking by $1.2
million, $14 thousand and $2.7 million for the quarters ended March 31, June 30,
and September 30, 2009, respectively. Additionally, in April 2010,
management discovered another process error relating to the accounting for the
mark-to-market of mortgage loans held for sale, which produced an additional
increase in net gains from mortgage banking of $215 thousand as of December 31,
2009, which was correctly reflected in our financial statements for the year
ended December 31, 2009. Accordingly, management concluded that these
deficiencies constitute a material weakness in internal controls related to our
process to review the valuation of mortgage loans held for sale.
Subsequent
Events
In May 2010, management
discovered an error related to our process of reviewing, accounting for and the
reporting of subsequent events, which resulted in the improper application of
GAAP. Specifically, $6.7 million of the provision for loan and lease losses,
which was recorded subsequent to December 31, 2009, should have been
recorded as of December 31, 2009. This error was correctly reflected in
our financial statements for the year ended December 31, 2009.
Remediation of Material Weaknesses
Allowance
for Loan and Lease Losses
During the fourth quarter
2009 and subsequent to year-end, management began taking steps to remediate the
material weakness surrounding the Allowance for Loan and Lease Losses. The
following steps have been completed as of the time of this filing:
·
hired a
seasoned Credit Administration and Credit Policy Officer to oversee, manage and
train lending personnel
·
engaged an
independent third party to perform the quarterly loan review process, which
includes 100% coverage of criticized and classified assets;
·
approved and
implemented separation of lending and credit administration functions to
increase internal controls and improve segregation of duties;
·
conducted risk
recognition training to improve criticized asset management and to ensure proper
evaluation of ongoing credit ratings;
·
improved
processes for identifying impaired loans and the determination of the amount of
impairment in accordance with OCC guidelines;
·
approved and
implemented change of lending authorities to ensure better oversight of lenders
and to increase oversight on criticized assets;
·
approved and
implemented Board of Director approval for all new credit advances for
criticized assets of $1,000,000 or greater;
·
transferred
responsibilities for management and oversight of the Loan Quality Committee,
Loan Committee, Delinquency Committee and Classified Asset Committee to a
separate Credit Administration and Credit Policy Officer; and
·
the Loan Review
Committee shall continue to review the Loan Quality Status Reports on a
quarterly basis.
Management continues to
review existing policies, procedures and practices for compliance with risk
rating, accountability and timeliness regarding credit administration, risk
recognition, credit management and credit assessment.
36
Table of Contents
Mark-to-Market
Accounting of Mortgage Loans Held for Sale
Subsequent to December 31,
2009, and immediately following managements identification of the material
weakness surrounding the mark-to-market accounting of Mortgage Loans Held for
Sale, management enhanced an existing process that will ensure the portfolio of
Mortgage Loans Held for Sale is complete prior to delivery to the third party
valuation firm. At each month-end a reconciliation is performed to ensure the
loans held for sale included in the file sent to the third party valuation firm
reconciles to our internal subledger. This internal subledger of loans held for
sale is reconciled to our general ledger. These reconciliations are reviewed by
management monthly to ensure timely completion and that reconciling items, if
any, are appropriately addressed.
Subsequent
Events
Management has created and
implemented procedures to review and evaluate events occurring after the end of
each quarter, but prior to issuing financial statements, to determine if there
is any impact on the quarterly or annual financial statements. As of the date
of this report, management is continuing their ongoing efforts to correct,
revise and test the processes surrounding the material weaknesses described
above. Additional changes will be implemented as determined necessary.
37
Table of Contents
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There
are no material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which the Corporation, or any of its
subsidiaries, is a party or of which any of their respective property is the
subject.
ITEM 1A. RISK FACTORS
For
a summary of risk factors relevant to our operations, see Part 1, Item
1A, Risk Factors in our 2009 Annual Report on Form 10-K for the year
ended December 31, 2009. There have
been no material changes in the risk factors relevant to our operations, except
as discussed below:
Compliance
with the recently enacted Dodd-Frank Reform Act may increase our costs of
operations and adversely impact our earnings.
On July 21,
2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) into law. The Dodd-Frank Act
represents a significant overhaul of many aspects of the regulation of the
financial-services industry. Among other things, the Dodd-Frank Act
creates a new federal financial consumer protection agency, tightens capital
standards, imposes clearing and margining requirements on many derivatives activities,
and generally increases oversight and regulation of financial institutions and
financial activities. In addition to the self-implementing provisions of
the statute, the Dodd-Frank Act calls for many administrative
rulemakings by various federal agencies to implement various parts of the
legislation. It is impossible to predict
when any final rules would be issued through any such rulemakings, and
what the content of such rules will be. The financial reform
legislation and any implementing rules that are ultimately issued could
have adverse implications on the financial industry, the competitive
environment, and our business. We will have to apply resources to ensure that
we are in compliance with all applicable provisions of the Dodd-Frank Act and
any implementing rules, which may increase our costs of operations and
adversely impact our earnings.
ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides
the total repurchases made by the Company during the three months ended March 31,
2010:
Period
|
|
Total
Number of
Shares (or
Units)
Purchased
(a) (1)
|
|
Average
Price Paid
per Share
(or Unit)
(b) (1)
|
|
Total
Number of
Shares (or Units)
Purchased as Part
of Publicly Announced
Plans
or Programs
(c)
|
|
Maximum
Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet
Be Purchased Under the Plans
or Programs
(d)
|
|
January 1
to January 31, 2010
|
|
3,310
|
|
$
|
9.85
|
|
|
|
|
|
February 1
to February 28, 2010
|
|
2,016
|
|
$
|
10.07
|
|
|
|
|
|
March 1
to March 31, 2010
|
|
9,917
|
|
$
|
10.34
|
|
|
|
|
|
Total
|
|
15,243
|
|
$
|
10.09
|
|
|
|
|
|
(1)
Pursuant to the trust
agreement between the Corporation and the trustee, these shares were
repurchased from our 401(k) Plan. The purchase price was the average
between the bid and the ask on the repurchase date.
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None.
ITEM 4. [REMOVED AND RESERVED.]
ITEM 5. OTHER INFORMATION
None.
38
Table of Contents
ITEM 6. EXHIBITS
The
exhibits required to be filed as part of this Quarterly Report on Form 10-Q
are listed in the Exhibit Index attached hereto and are incorporated
herein by reference.
39
Table of Contents
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 on August 11, 2010.
FIRST
CHESTER COUNTY CORPORATION
|
/s/
John A. Featherman, III
|
|
John
A. Featherman, III
|
|
Chairman,
Chief Executive Officer & President
|
|
(Principal
Executive Officer)
|
|
|
|
/s/
Eric A. Segal
|
|
|
|
Interim
Chief Financial Officer
|
|
(Principal
Financial and Accounting Officer)
|
40
Table of Contents
INDEX
TO EXHIBITS
Exhibit Number
|
|
Exhibit
|
3.1
|
|
Amended
Articles of Incorporation (incorporated herein by reference to
Exhibit 3.1 to the Corporations Quarterly Report on Form 10-Q for
the quarter ended March 31, 2004, filed May 14, 2004.)
|
3.2
|
|
Amendment
to the Articles of Incorporation (incorporated herein by reference to
Exhibit 3.2 to the Corporations Form 8-A, filed October 22,
2009.)
|
3.3
|
|
Amended
and Restated Bylaws (incorporated herein by reference to Exhibit 3.3 to
the Corporations Form 8-A, filed October 22, 2009.)
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002*
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002*
|
32.1
|
|
Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002*
|
32.2
|
|
Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002*
|
*Filed herewith.
41
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