UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
Commission File No. 000-50047
Calvin B. Taylor Bankshares, Inc.
(Exact name of registrant as specified in its Charter)
Maryland
(State of incorporation)
52-1948274
(I.R.S. Employer Identification No.)
24 North Main Street, Berlin, Maryland 21811
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (410) 641-1700
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]
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). N/A (not required at this time)
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). No [X]
On July 31, 2010, 3,000,508 shares of the registrant's common stock were issued and outstanding.
- 1 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Form 10-Q
Index
Part I - | Financial Information | Page |
Item 1 | Consolidated Financial Statements | |
Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 | 3 | |
Consolidated Statements of Income for the three months | ||
ended June 30, 2010 and 2009 | 4 | |
Consolidated Statements of Income for the six months | ||
ended June 30, 2010 and 2009 | 5 | |
Consolidated Statements of Cash Flows for the six months | ||
ended June 30, 2010 and 2009 | 6-7 | |
Notes to Consolidated Financial Statements | 8-12 | |
Item 2 | Management’s Discussion and Analysis of Financial Condition | |
and Results of Operations | 13-22 | |
Item 3 | Quantitative and Qualitative Disclosures About Market Risks | 23 |
Item 4 | Controls and Procedures | 23 |
Part II - | Other Information | |
Item 1 | Legal Proceedings | 24 |
Item 1A | Risk Factors | 24 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
Item 3 | Defaults Upon Senior Securities | 25 |
Item 5 | Other Information | 25 |
Item 6 | Exhibits | 25-28 |
Signatures | 29 |
- 2 -
Part I - Financial Information, Item 1 Financial Statements | |||
Calvin B. Taylor Bankshares, Inc. and Subsidiary | |||
Consolidated Balance Sheets | |||
(unaudited) | |||
June 30 | December 31, | ||
2010 | 2009 | ||
Assets | |||
Cash and due from banks | $ 24,057,111 | $ 15,117,190 | |
Federal funds sold | 40,376,765 | 28,222,472 | |
Interest-bearing deposits | 6,643,490 | 12,494,003 | |
Investment securities available for sale | 35,142,794 | 42,767,578 | |
Investment securities held to maturity (approximate | |||
fair value of $33,188,007 and $38,897,082) | 32,921,076 | 38,597,942 | |
Loans, less allowance for loan losses | |||
of $874,707 and $637,761 | 250,015,181 | 240,061,869 | |
Premises and equipment | 6,404,673 | 6,594,757 | |
Other real estate owned | 1,378,500 | 1,433,000 | |
Accrued interest receivable | 1,363,798 | 1,292,604 | |
Computer software | 118,344 | 135,831 | |
Bank owned life insurance | 5,173,923 | 5,089,278 | |
Other assets | 1,242,512 | 1,721,772 | |
$ 404,838,167 | $ 393,528,296 | ||
Liabilities and Stockholders' Equity | |||
Deposits | |||
Noninterest-bearing | $ 77,424,803 | $ 72,431,731 | |
Interest-bearing | 243,750,084 | 240,215,888 | |
321,174,887 | 312,647,619 | ||
Securities sold under agreements to repurchase | 6,774,987 | 7,048,176 | |
Note payable | 35,170 | 48,519 | |
Accrued interest payable | 165,431 | 192,621 | |
Deferred income taxes | 805,338 | 1,026,786 | |
Other liabilities | 1,144,830 | 287,282 | |
330,100,643 | 321,251,003 | ||
Stockholders' equity | |||
Common stock, par value $1 per share | |||
authorized 10,000,000 shares, issued and outstanding | |||
3,000,508 shares at June 30, 2010, and December 31, 2009 | 3,000,508 | 3,000,508 | |
Additional paid-in capital | 8,733,438 | 8,733,438 | |
Retained earnings | 61,764,043 | 58,975,278 | |
73,497,989 | 70,709,224 | ||
Accumulated other comprehensive income | 1,239,535 | 1,568,069 | |
74,737,524 | 72,277,293 | ||
$ 404,838,167 | $ 393,528,296 | ||
See accompanying Notes to Consolidated Financial Statements |
- 3 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary | |||
Consolidated Statements of Income (unaudited) | |||
For the three months ended | |||
June 30 | |||
2010 | 2009 | ||
Interest and dividend revenue | |||
Loans, including fees | $ 4,101,783 | $ 3,964,295 | |
U.S. Treasury and government agency securities | 308,680 | 396,248 | |
State and municipal securities | 13,957 | 11,085 | |
Federal funds sold | 16,129 | 16,956 | |
Interest-bearing deposits | 14,015 | 28,016 | |
Equity securities | 10,162 | 13,929 | |
Total interest and dividend revenue | 4,464,726 | 4,430,529 | |
Interest expense | |||
Deposits | 486,378 | 641,791 | |
Borrowings | 7,291 | 8,112 | |
Total interest expense | 493,669 | 649,903 | |
Net interest income | 3,971,057 | 3,780,626 | |
Provision for loan losses | 180,000 | 296,500 | |
Net interest income after provision for loan losses | 3,791,057 | 3,484,126 | |
Noninterest revenue | |||
Service charges on deposit accounts | 255,800 | 252,016 | |
ATM and debit card | 144,394 | 134,913 | |
Bank owned life insurance | 42,757 | 42,926 | |
Gain on sale of assets | 37,003 | - | |
Miscellaneous revenue | 146,775 | 70,360 | |
Total noninterest revenue | 626,729 | 500,215 | |
Noninterest expenses | |||
Salaries | 877,636 | 907,929 | |
Employee benefits | 272,685 | 210,847 | |
Occupancy | 178,414 | 180,733 | |
Furniture and equipment | 106,579 | 111,322 | |
Data processing | 73,169 | 69,327 | |
ATM and debit card | 35,255 | 69,950 | |
Deposit insurance premiums | 67,233 | 252,843 | |
Other operating | 411,929 | 397,214 | |
Total noninterest expenses | 2,022,900 | 2,200,165 | |
Income before income taxes | 2,394,886 | 1,784,176 | |
Income taxes | 871,500 | 633,000 | |
Net income | $ 1,523,386 | $ 1,151,176 | |
Earnings per common share - basic and diluted | $ 0.51 | $ 0.38 | |
See accompanying Notes to Consolidated Financial Statements |
- 4 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary | |||
Consolidated Statements of Income (unaudited) | |||
For the six months ended | |||
June 30 | |||
2010 | 2009 | ||
Interest and dividend revenue | |||
Loans, including fees | $ 8,061,953 | $ 8,027,341 | |
U.S. Treasury and government agency securities | 653,732 | 845,412 | |
State and municipal securities | 26,282 | 21,398 | |
Federal funds sold | 28,085 | 33,187 | |
Interest-bearing deposits | 33,511 | 106,780 | |
Equity securities | 29,006 | 40,069 | |
Total interest and dividend revenue | 8,832,569 | 9,074,187 | |
Interest expense | |||
Deposits | 986,238 | 1,359,337 | |
Borrowings | 16,137 | 16,034 | |
Total interest expense | 1,002,375 | 1,375,371 | |
Net interest income | 7,830,194 | 7,698,816 | |
Provision for loan losses | 601,000 | 629,600 | |
Net interest income after provision for loan losses | 7,229,194 | 7,069,216 | |
Noninterest revenue | |||
Service charges on deposit accounts | 480,535 | 500,078 | |
ATM and debit card | 266,041 | 252,592 | |
Bank owned life insurance | 84,645 | 86,090 | |
Gain on sale of assets | 185,239 | - | |
Miscellaneous revenue | 248,461 | 122,275 | |
Total noninterest revenue | 1,264,921 | 961,035 | |
Noninterest expenses | |||
Salaries | 1,744,483 | 1,803,659 | |
Employee benefits | 523,514 | 430,050 | |
Occupancy | 407,256 | 378,437 | |
Furniture and equipment | 231,249 | 236,967 | |
Data processing | 146,395 | 141,134 | |
ATM and debit card | 98,902 | 148,652 | |
Deposit insurance premiums | 145,688 | 265,397 | |
Other operating | 818,863 | 759,089 | |
Total noninterest expenses | 4,116,350 | 4,163,385 | |
Income before income taxes | 4,377,765 | 3,866,866 | |
Income taxes | 1,589,000 | 1,377,000 | |
Net income | $ 2,788,765 | $ 2,489,866 | |
Earnings per common share - basic and diluted | $ 0.93 | $ 0.82 | |
See accompanying Notes to Consolidated Financial Statements |
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Calvin B. Taylor Bankshares, Inc. and Subsidiary | |||
Consolidated Statements of Cash Flows (unaudited) | |||
For the six months ended | |||
June 30, | |||
2010 | 2009 | ||
Cash flows from operating activities | |||
Interest and dividends received | $ 8,847,588 | $ 9,365,428 | |
Fees and commissions received | 1,124,678 | 699,948 | |
Interest paid | (1,029,565) | (1,492,760) | |
Cash paid to suppliers and employees | (3,865,268) | (3,711,547) | |
Income taxes paid | (1,220,956) | (1,464,434) | |
3,856,477 | 3,396,635 | ||
Cash flows from investing activities | |||
Certificates of deposit purchased, net of maturities | 5,828,265 | 4,292,385 | |
Proceeds from maturities of investments available | |||
for sale | 13,005,000 | 17,000,000 | |
Purchase of investments available for sale | (5,990,653) | (20,971,715) | |
Proceeds from maturities of investments held to | |||
maturity | 16,590,000 | 11,450,000 | |
Purchase of investments held to maturity | (9,938,810) | (18,337,596) | |
Loans made, net of principal reductions | (10,554,312) | (3,020,989) | |
Proceeds from sale of repossessed loan collateral, net of | |||
cost of sale | 60,273 | 39,501 | |
Purchases of premises, equipment, | |||
and computer software | (97,105) | (546,566) | |
Proceeds from sale of premises and equipment | 72,100 | 1,400 | |
8,974,758 | (10,093,580) | ||
Cash flows from financing activities | |||
Net increase (decrease) in | |||
Time deposits | 1,459,136 | 1,965,728 | |
Other deposits | 7,068,132 | 15,612,825 | |
Securities sold under agreements to repurchase | (273,189) | 1,251,841 | |
Payments on note payable | (13,349) | (12,573) | |
Common shares repurchased | - | (988,884) | |
8,240,730 | 17,828,937 | ||
Net increase in cash and cash equivalents | 21,071,965 | 11,131,992 | |
Cash and cash equivalents at beginning of period | 43,489,772 | 35,270,664 | |
Cash and cash equivalents at end of period | $ 64,561,737 | $ 46,402,656 | |
See accompanying Notes to Consolidated Financial Statements |
- 6 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary | |||
Consolidated Statements of Cash Flows (unaudited) | |||
For the six months ended | |||
June 30, | |||
2010 | 2009 | ||
Reconciliation of net income to net cash provided | |||
by operating activities | |||
Net income | $ 2,788,765 | $ 2,489,866 | |
Adjustments to reconcile net income to net cash | |||
provided by operating activities | |||
Provision for loan losses | 601,000 | 629,600 | |
(Gain) on sale of repossessed loan collateral | (5,773) | (1,203) | |
(Gain) loss on sale of premises & equipment | (55,061) | 15,580 | |
Amortization of premiums and accretion of | |||
discount, net | 86,131 | 28,379 | |
Depreciation and amortization | 287,557 | 272,546 | |
Decrease (increase) in | |||
Accrued interest receivable | (71,194) | 262,796 | |
Cash surrender value of bank owned life insurance | (84,645) | (86,090) | |
Other assets | 525,490 | (147,617) | |
Increase (decrease) in | |||
Accrued interest payable | (27,190) | (117,389) | |
Accrued income taxes | 38,012 | 1,208 | |
Other liabilities | (226,615) | 48,959 | |
$ 3,856,477 | $ 3,396,635 | ||
Composition of cash and cash equivalents | |||
Cash and due from banks | $ 24,057,111 | $ 16,359,555 | |
Federal funds sold | 40,376,765 | 30,025,624 | |
Interest-bearing deposits, except for time deposits | 127,861 | 17,477 | |
$ 64,561,737 | $ 46,402,656 | ||
See accompanying Notes to Consolidated Financial Statements |
- 7 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements (unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements
conform with accounting principles generally accepted in the United States of
America and to the instructions to Form 10-Q. Interim financial statements do
not include all the information and footnotes required for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation of financial position and results of operations for
these interim periods have been made. These adjustments are of a normal
recurring nature. Results of operations for the six months ended June 30, 2010
are not necessarily indicative of the results that may be expected in any other
interim period or for the year ending December 31, 2010. For further
information, refer to the audited consolidated financial statements and related
footnotes included in the Company's Form 10-K for the year ended December 31,
2009.
Consolidation has resulted in the elimination of all
significant intercompany accounts and transactions.
Cash Flows
For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks, federal funds sold,
and interest-bearing deposits except for time deposits. Federal funds are
purchased and sold for one-day periods.
Per share data
Earnings per common share are determined by dividing net
income by the weighted average number of common shares outstanding for the
period, as follows:
2010 | 2009 | ||
Three months ended June 30 | 3,000,508 | 3,025,055 | |
Six months ended June 30 | 3,000,508 | 3,032,475 |
2. Comprehensive Income
Comprehensive income consists of:
For the six months ended | |||
June 30, | |||
2010 | 2009 | ||
Net income | $ 2,788,765 | $ 2,489,866 | |
Unrealized loss on investment securities | |||
available for sale, net of income taxes | (328,534) | (271,927) | |
Comprehensive income | $ 2,460,231 | $ 2,217,939 |
- 8 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements (unaudited) (continued)
3. Investment Securities
Investment securities are summarized as follows:
Amortized | Unrealized | Unrealized | Fair | ||
cost | gains | losses | value | ||
June 30, 2010 | |||||
Available for sale | |||||
U.S. Treasury | $ 31,128,169 | $ 1,145,584 | $ 405 | $ 32,273,348 | |
State and municipal | 390,000 | 6,159 | - | 396,159 | |
Equity | 1,691,841 | 957,445 | 175,999 | 2,473,287 | |
$ 33,210,010 | $ 2,109,188 | $ 176,404 | $ 35,142,794 | ||
Held to maturity | |||||
U.S. Treasury | $ 18,495,371 | $ 230,801 | $ - | $ 18,726,172 | |
U.S. Government agency | 10,000,000 | 15,817 | 290 | 10,015,527 | |
State and municipal | 4,425,705 | 21,143 | 540 | 4,446,308 | |
$ 32,921,076 | $ 267,761 | $ 830 | $ 33,188,007 | ||
December 31, 2009 | |||||
Available for sale | |||||
U.S. Treasury | $ 38,197,971 | $ 950,429 | $ - | $ 39,148,400 | |
State and municipal | 395,000 | 5,392 | 270 | 400,122 | |
Equity | 1,691,841 | 1,571,962 | 44,747 | 3,219,056 | |
$ 40,284,812 | $ 2,527,783 | $ 45,017 | $ 42,767,578 | ||
Held to maturity | |||||
U.S. Treasury | $ 25,498,390 | $ 254,672 | $ 8,999 | $ 25,744,063 | |
U.S. Government agency | 10,000,000 | 30,808 | 650 | 10,030,158 | |
State and municipal | 3,099,552 | 23,309 | - | 3,122,861 | |
$ 38,597,942 | $ 308,789 | $ 9,649 | $ 38,897,082 |
- 9 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements (unaudited) (continued)
3. Investment Securities (Continued)
The table below shows the gross unrealized losses and fair value of securities that are in an unrealized loss position as of June 30, 2010, aggregated by length of time that individual securities have been in a continuous unrealized loss position.
Less than 12 months | 12 months or more | Total | |||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | ||
value | losses | value | losses | value | losses | ||
U. S. Treasury | $ 1,998,195 | $ 405 | $ - | $ - | $ 1,998,195 | $ 405 | |
U. S. Government Agency | 999,710 | 290 | - | - | 999,710 | 290 | |
State and municipal | 509,095 | 540 | - | - | 509,095 | 540 | |
Equity securities | 525,021 | 175,999 | - | - | 525,021 | 175,999 | |
$ 4,032,021 | $ 177,234 | $ - | $ - | $ 4,032,021 | $ 177,234 |
The debt securities for which an unrealized loss is
recorded are issues of the U. S. Treasury, the Federal Home Loan Bank (a U.
S. government agency), and general and highly rated revenue obligations of
states and municipalities. The Company has the ability and the intent to
hold these securities until they are called or mature at face value. Equity
securities for which an unrealized loss is recorded are issued by local
community banks and bank holding companies. Management believes that these
fluctuations in fair value reflect market conditions, and are not indicative
of other-than-temporary impairment of the investments.
The amortized cost and estimated fair value of debt
securities, by contractual maturity and the amount of pledged securities,
follow. Actual maturities may differ from contractual maturities because
issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.
June 30, 2010 | December 31, 2009 | ||||
Amortized | Fair | Amortized | Fair | ||
cost | value | cost | value | ||
Available for sale | |||||
Within one year | $ 12,201,038 | $ 12,244,580 | $ 15,106,388 | $ 15,136,254 | |
After one year | |||||
through five years | 17,320,634 | 17,676,802 | 21,490,230 | 21,822,893 | |
After ten years | 1,996,497 | 2,748,125 | 1,996,353 | 2,589,375 | |
$ 31,518,169 | $ 32,669,507 | $ 38,592,971 | $ 39,548,522 | ||
Held to maturity | |||||
Within one year | $ 13,919,556 | $ 13,970,340 | $ 16,042,286 | $ 16,273,130 | |
After one year | |||||
through five years | 19,001,520 | 19,217,667 | 22,555,656 | 22,623,952 | |
$ 32,921,076 | $ 33,188,007 | $ 38,597,942 | $ 38,897,082 | ||
Pledged securities | $ 26,369,439 | $ 27,537,983 | $ 26,269,854 | $ 27,142,948 |
Investments are pledged to secure deposits of federal and local governments. Pledged securities also serve as collateral for securities sold under agreements to repurchase.
- 10 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements (unaudited) (continued)
4. Loan commitments
Loan commitments are agreements to lend to customers as long as there is no violation of any conditions of the contracts. Outstanding loan commitments and letters of credit consist of:
June 30, 2010 | December 31, 2009 | ||
Loan commitments and lines of credit | |||
Construction and land development | $ 18,656,795 | $ 10,231,711 | |
Other | 8,732,465 | 19,038,506 | |
$ 27,389,260 | $ 29,270,217 | ||
Standby letters of credit | $ 2,000,872 | $ 1,907,736 |
5. Assets Measured at Fair Value
The Company values investment securities classified as available for sale on a recurring basis and other real estate acquired through foreclosure at fair value on a non-recurring basis. The fair value hierarchy established in the Financial Accounting Standards Board Codification Topic 820 titled Fair Value Measurements defines three input levels for fair value measurement. Level 1 is based on quoted market prices in active markets for identical assets. Level 2 is based on significant observable inputs other than those in Level 1. Level 3 is based on significant unobservable inputs. The Company values US Treasury securities, government agency securities, and an equity investment in an actively traded public utility under Level 1. Municipal debt securities, equity investments in community banks, and other real estate acquired through foreclosure are valued under Level 2. The Company has no assets measured at fair value on a recurring or non-recurring basis that are valued under Level 3 criteria. At June 30, 2010, values for available for sale investment securities and other real estate owned were established as follows:
Total | Level 1 Inputs | Level 2 Inputs | |
Investment securities available for sale (recurring) |
$ 35,142,794 |
$ 32,273,348 | $ 2,869,446 |
Other real estate owned (non-recurring) | 1,378,500 | - | 1,378,500 |
$ 36,521,294 | $ 32,273,348 | $ 4,247,946 |
The fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis, and the valuation methods used in estimating the fair value of financial instruments is disclosed in the Company’s Annual Report on Form 10-K. It is not practicable to report quarterly the fair value of financial assets and liabilities measured on a non-recurring basis.
- 11 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Notes to Consolidated Financial Statements (unaudited) (continued)
6. New accounting standards
The following accounting pronouncements have been
approved by the Financial Accounting Standards Board but had not become
effective as of June 30, 2010. These pronouncements would apply to the
Company if the Company or the Bank entered into an applicable activity.
ASU No. 2010-06, "Fair Value Measurements and Disclosures
(Topic 820) - Improving Disclosures About Fair Value Measurements."
ASU 2010-06 requires expanded disclosures related to fair value measurements
including (i) the amounts of significant transfers of assets or liabilities
between Levels 1 and 2 of the fair value hierarchy and the reasons for the
transfers, (ii) the reasons for transfers of assets or liabilities in or out
of Level 3 of the fair value hierarchy, with significant transfers disclosed
separately, (iii) the policy for determining when transfers between levels
of the fair value hierarchy are recognized and (iv) for recurring fair value
measurements of assets and liabilities in Level 3 of the fair value
hierarchy, a gross presentation of information about purchases, sales,
issuances and settlements. ASU 2010-06 further clarifies that (i) fair value
measurement disclosures should be provided for each class of assets and
liabilities (rather than major category), which would generally be a subset
of assets or liabilities within a line item in the statement of financial
position and (ii) company’s should provide disclosures about the valuation
techniques and inputs used to measure fair value for both recurring and
nonrecurring fair value measurements for each class of assets and
liabilities included in Levels 2 and 3 of the fair value hierarchy.
Disclosures related to the gross presentation of Level 3 purchases, sales,
issuances and settlements of assets and liabilities will be required for the
Corporation beginning January 1, 2011.
ASU No. 2010-11, "Derivatives and Hedging (Topic 815) -
Scope Exception Related to Embedded Credit Derivatives." ASU 2010-11
clarifies that the only form of an embedded credit derivative that is exempt
from embedded derivative bifurcation requirements are those that relate to
the subordination of one financial instrument to another. Entities that have
contracts containing an embedded credit derivative feature in a form other
than such subordination may need to separately account for the embedded
credit derivative feature. The provisions of ASU 2010-11 will be effective
for the Company on July 1, 2010 and are not expected to have a significant
impact on the Corporation’s financial statements.
The accounting policies adopted by management are
consistent with accounting principles generally accepted in the United
States of America and are consistent with those followed by peer Banks.
- 12 -
Calvin B. Taylor Bankshares, Inc. and Subsidiary
Part I. Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of the Company, its directors, or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company's filings with the Securities and Exchange Commission.
The following discussion of the financial condition and results of operations of the Registrant (the Company) should be read in conjunction with the Company's financial statements and related notes and other statistical information included elsewhere herein.
General
Calvin B. Taylor Bankshares, Inc. (Company) was incorporated
as a Maryland corporation on October 31, 1995. The Company owns all of the stock
of Calvin B. Taylor Banking Company (Bank), a commercial bank that was
established in 1890 and incorporated under the laws of the State of Maryland on
December 17, 1907. The Bank operates nine banking offices in Worcester County,
Maryland and one banking office in Ocean View, Delaware. The Bank's
administrative office is located in Berlin, Maryland. The Bank is engaged in a
general commercial and retail banking business serving individuals, businesses,
and governmental units in Worcester County, Maryland, Ocean View, Delaware, and
neighboring counties.
The Company currently engages in no business other than
owning and managing the Bank. The Bank employed 89 full time equivalent
employees as of June 30, 2010. The Bank hires seasonal employees during the
summer. The Company has no employees other than those hired by the Bank.
Use of estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United State of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. These estimates and assumptions may affect
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
Critical Accounting Policies
The Company’s financial condition and results of operations
are sensitive to accounting measurements and estimates of inherently uncertain
matters. When applying accounting policies in areas that are subjective in
nature, management uses its best judgment to arrive at the carrying value of
certain assets. One of the most critical accounting policies applied is related
to the valuation of the loan portfolio.
The allowance for loan losses (ALLL) represents management’s
best estimate of inherent probable losses in the loan portfolio as of the
balance sheet date. It is one of the most difficult and subjective judgments.
The adequacy of the allowance for loan losses is evaluated no less than
quarterly. The determination of the balance of the allowance for loan losses is
based on management’s judgments about the credit quality of the loan portfolio
as of the review date. It should be sufficient to absorb losses in the loan
portfolio as determined by management’s consideration of factors including an
analysis of historical losses, specific reserves for non-performing or past due
loans, delinquency trends, portfolio composition (including segment growth or
shifting of balances between segments, products and processes, and
concentrations of credit, both regional and by relationship), lending staff
experience and changes, critical documentation and policy exceptions, risk
rating analysis, interest rates and the competitive environment, economic
conditions in the Bank’s service area, and results of independent reviews,
including audits and regulatory examinations.
- 13 -
Financial Condition
Total assets of the Company increased $11.3 million (2.87%)
from December 31, 2009 to June 30, 2010. Combined deposits and customer
repurchase agreements increased $8.3 million (2.58%) during the same period.
Much of the deposit and asset growth from the previous year-end to the end of
the second quarter stems from seasonal activity, which is further discussed in
the section titled Liquidity.
Average assets and average deposits increased $14.9 million
and $13.6 million, respectively, from second quarter 2009 to second quarter
2010. Management believes that some of the year-to-year growth in deposits
results from continuing market instability as a prolonged general economic
recession is followed by a sluggish recovery. Consumers often seek the safety of
conservatively run community banks when the stock market suffers a significant
downturn. Increased deposit insurance limits also give customers a greater sense
of security in bank deposits.
Loan Portfolio
During the first half of 2010, the Bank’s gross loan
portfolio has grown $10.2 million (4.23%). It is typical for the Bank to
experience growth in both deposits and loans by the end of the second quarter.
By late June, many seasonal merchants have drawn on their working capital lines
of credit and, if the tourist season is successful, they are experiencing
increased sales. Growth in the loan portfolio has been funded by increased
deposit balances. Because loans earn at higher average rates than the cost of
funds, this use of available funds has a positive effect on earnings. There is
no adverse impact on the Company’s ability to meet liquidity demands resulting
from increases in the loan portfolio.
The Company makes loans to customers located primarily in the
Delmarva region. Although the loan portfolio is diversified, its performance
will be influenced by the economy of the region. Since late 2008, the local and
regional economies have been adversely affected by a recession of national and
international reach.
Loan Quality and the Allowance for Loan Losses
The allowance for loan losses (ALLL)
represents an amount which management believes to be adequate to absorb
identified and inherent losses in the loan portfolio as of the balance sheet
date. Valuation of the allowance is completed no less than quarterly. The
determination of the allowance is inherently subjective as it relies on
estimates of potential loss related to specific loans, the effects of portfolio
trends, and other internal and external factors.
The ALLL consists of (i) formula-based reserves comprised of
potential losses in the balance of the loan portfolio segmented into homogeneous
pools, (ii) specific reserves comprised of potential losses on loans that
management has identified as impaired and (iii) unallocated reserves.
Unallocated reserves are not associated with a specific portfolio segment or a
specific loan, but may be appropriate if properly supported and in accordance
with GAAP.
The Company evaluates loan portfolio risk for the purpose of
establishing an adequate allowance for loan losses. In determining an adequate
level for the formula-based portion of the ALLL, management considers historical
loss experience for major types of loans. Homogenous categories of loans are
evaluated based on loss experience in the most recent five years. Based on this
evaluation, management applies a formula to the current portfolio which gives
weight to portfolio size and loss experience for categories of real estate
construction loans, other real estate secured loans, other loans to commercial
borrowers, and other consumer loans. However, historical data may not be an
accurate predictor of loss potential in the current loan portfolio.
Management also evaluates trends in delinquencies, the
composition of the portfolio, concentrations of credit, and changes in lending
products, processes, or staffing. Management further considers external factors
such as the interest rate environment, competition, current local and national
economic trends, and the results of recent independent reviews by auditors and
banking regulators. The protracted slow-down in the real-estate market has
affected both the price and time to market residential and commercial
properties. Management closely monitors such trends and the potential effect on
the Company. The impact of the current adverse economic conditions is reflected
in historically high loan losses and provisions for loan losses in 2008, 2009,
and the current year.
- 14 -
Management employs a risk rating system which gives weight to
collateral status (secured vs. unsecured), and to the absence or improper
execution of critical contract or collateral documents. Unsecured loans and
those loans with critical documentation exceptions, as defined by management,
are considered to have greater loss exposure. Management incorporates these
factors in the formula-based portion of the ALLL. Additionally, consideration is
given to those segments of the loan portfolio which management deems to pose the
greatest likelihood of loss.
Management believes that in a general economic downturn, such
as the region has experienced since mid-2008, the Bank has an increased
likelihood of loss in unsecured loans - commercial and consumer, and in secured
consumer loans. Reserves for these segments of the portfolio are included in the
formula-based portion of the ALLL. As of June 30, 2010, management reserved 110
bp against all unsecured loans, and consumer loans secured by other than real
estate. This reserve level was increased during the first quarter of this year
in recognition of the prolonged economic challenges to regional, national, and
global economies. Additionally, management reserved 10% against overdrawn
checking accounts which are a distinct high risk category of unsecured loan. The
bank does not offer an approved overdraft loan product, so all overdrawn deposit
balances result from unauthorized presentment of items against insufficient
funds.
Borrowers whose cash flow is impaired as a result of
prevailing economic conditions have also experienced depressed real estate
values. Management recognizes that the combination of these circumstances –
reduced revenue and depressed collateral values, may increase the likelihood of
loss in the Bank’s real estate secured loan portfolio. Management closely
monitors conditions that might indicate deterioration of collateral value on
significant loans and, when possible, obtains additional collateral as required
to limit the Bank’s loss exposure. The Bank foreclosed on commercial and
consumer mortgage loans during 2009 and 2010, and expects more foreclosures in
2010. Foreclosures may result in loan losses, costs to hold real estate acquired
in foreclosure, and losses on the sale of real estate acquired in foreclosure.
While management is unable to predict the financial consequences of future
foreclosure activity, provision for loss on likely loan foreclosures is included
in specific reserves in the ALLL.
Historically, the absence or improper execution of a document
has not resulted in a loss to the Bank, however, management recognizes that the
Bank’s loss exposure is increased until a critical contract or collateral
documentation exception is cured. At June 30, 2010, management reserved 10 bp
against the outstanding balances of loans identified as having critical
documentation exceptions.
The provision for loan losses is a charge to earnings in the
current period to maintain the allowance at a level management has determined to
be appropriate. The allowance is increased by current period provisions and by
recoveries of amounts previously charged-off. The allowance is decreased when
loans are charged-off as losses, which occurs when they are deemed to be
uncollectible. Adjustments made to bring the balance in the allowance to the
level established by management may result in an increase or decrease to
expense. Provisions for loan losses of $180,000 and $601,000 were made for the
second quarter of 2010 and year-to-date, respectively. This compares to
provisions for loan losses of $296,500 and $629,600 for the comparable periods
in 2009. The year-to-date increases in the level of the ALLL and the provision
for loan loss reflect the consequences of the current economy. As the recession
continues and borrowers suffer personal and professional financial hardship, the
likelihood of loss on previously performing loans has increased. As Management
identifies loans with heightened loss potential, a provision for those losses is
recorded.
Management considers the June 30, 2010 allowance appropriate
and adequate to absorb identified and inherent losses in the loan portfolio.
However, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the loan
loss allowance will not be required. As of June 30, 2010, management has
identified four loans with balances totaling $138,076 which are anticipated to
be wholly charged-off within the next 12 months. Specific reserves for loss have
been provided for these balances.
- 15 -
The following is a schedule of transactions in the allowance for loan losses. The Bank experienced net recoveries of $6,358 in the second quarter of 2010 and net charge-offs of $364,054 in the year to date. As described earlier, management attributes the increased loan losses to the effects of the current economic recession on some of the Bank’s customers and, subsequently, on the Bank.
Allowance for Loan Losses | ||||
For six months ended | For the year ended | |||
June 30 | December 31 | |||
2010 | 2009 | 2009 | ||
Balance at beginning of year | $ 637,761 | $ 707,152 | $ 707,152 | |
Loans charged-off: | ||||
Real estate - construction and land | - | - | 75,000 | |
Real estate - mortgage | - | 369,150 | 656,191 | |
Commercial | 347,873 | 73,105 | 200,357 | |
Consumer | 33,745 | 29,548 | 47,321 | |
Total loan losses | 381,618 | 471,803 | 978,869 | |
Recoveries on loans previously charged off: | ||||
Real estate - construction | - | - | - | |
Real estate - mortgage | - | 318 | 669 | |
Commercial | 178 | 276 | 40,364 | |
Consumer | 17,386 | 13,712 | 18,445 | |
Total loan recoveries | 17,564 | 14,306 | 59,478 | |
Net loan charge-offs (recoveries) | 364,054 | 457,497 | 919,391 | |
Provision for loan losses charged to expense | 601,000 | 629,600 | 850,000 | |
Balance at end of period | $ 874,707 | $ 879,255 | $ 637,761 | |
Gross loans outstanding at the end of the period | $ 250,889,888 | $ 244,677,035 | $ 240,699,630 | |
Allowance for loan losses to gross loans | ||||
outstanding at the end of the period | 0.35% | 0.36% | 0.26% | |
Average loans outstanding during the period | $ 246,135,146 | $ 244,373,445 | $ 242,095,000 | |
Annualized net charge-offs as a percentage of | ||||
average loans outstanding during the period | 0.30% | 0.38% | 0.77% |
The accrual of interest on a loan is discontinued when principal or interest is ninety days past due or when the loan is determined to be impaired, unless collateral is sufficient to discharge the debt in full and the loan is in process of collection. When a loan is placed in nonaccruing status, any interest previously accrued but unpaid, is reversed from interest income. Interest payments received on nonaccrual loans may be recorded as cash basis income, or as a reduction of principal, depending on management’s judgment on a loan by loan basis. Accrual of interest may be restored when all principal and interest are current and management believes that future payments will be received in accordance with the loan agreement.
- 16 -
Nonperforming loans are loans past due 90 or more days and still accruing plus nonaccrual loans. Nonperforming assets are comprised of nonperforming loans combined with real estate acquired in foreclosure and held for sale. The following table details the composition of nonperforming assets:
June 30, | June 30, | December 31, | |
2010 | 2009 | 2009 | |
Loans 90 days or more past due and still accruing | |||
Real estate | $ 2,116,286 | $ 583,372 | $ 787,580 |
Commercial | - | - | - |
Consumer | 1,065 | 4,212 | - |
2,117,351 | 587,584 | 787,580 | |
Nonaccruing loans | 1,132,597 | 1,801,010 | 1,023,083 |
Total nonperforming loans | 3,249,948 | 2,388,594 | 1,810,663 |
Other real estate owned | 1,378,500 | - | 1,433,000 |
Total nonperforming assets | $ 4,628,448 | $ 2,388,594 | $ 3,243,663 |
Interest not accrued on nonaccruing loans | $ 55,433 | $ 100,964 | $ 46,467 |
Interest included in net income on nonaccruing loans, | |||
year-to-date | $ 13,195 | $ 9,231 | $ 30,492 |
Not reflected in the table above, is a loan with a principal
balance of $4,500,000 which has been the subject of ongoing collection efforts.
Late in 2008, the Bank was notified that there is a lien
on the property securing this loan that is superior to the Bank’s liens. The Bank was not aware of this superior lien at the time the loan
was originated, and the Bank’s settlement agent did not discover the lien during
the title examination process. The Bank filed a claim with the title company
that has insured its title and lien priority in the belief that the title
company would indemnify the Bank for any losses resulting from the superior
lien. In June 2010, the title company offered the Bank a payment of less than
the full balance of the loan. The Bank has counter offered. If the title company
accepts the Bank’s counter offer, and subject to the execution of a definitive
settlement agreement, the Bank will incur a loss of $500,000 on this loan. If
this negotiation fails, the Bank will continue its collection effort through any
legal means available. The cost of protracted negotiations and collections is
likely to outweigh the loss if settled in the near term under the Bank’s terms.
As of June 30, 2010 and December 31, 2009, this loan was 18 and 53 days past
due, respectively. It continues to accrue as the Bank continues collection
efforts, with management reviewing the accrual status of this loan no less than
quarterly. Currently, the title company is making the interest payments.
Loans are considered impaired when, based on current
information, management considers it unlikely that collection of principal and
interest payments will be made according to contractual terms. Generally, loans
are not reviewed for impairment until the accrual of interest has been
discontinued, although management may categorize a performing loan as impaired
based on knowledge of the borrower’s financial condition, devaluation of
collateral, or other circumstances that are deemed relevant to loan collection.
Impaired loans may have specific reserves, or valuation allowances, allocated to
them in the ALLL. Estimates of loss reserves on impaired loans may be determined
based on any of the three following measurement methods which conform to
authoritative accounting guidance: (1) the present value of future cash flows,
(2) the fair value of collateral, if repayment of the loan is expected to be
provided by underlying collateral, or (3) the loan’s observable fair value. The
Bank selects and applies, on a loan-by-loan basis, the appropriate valuation
method. Loans determined to be impaired, but for which no specific valuation
allowance is made because management believes the loan is secured with adequate
collateral or the Bank will not take a loss on such loan, are grouped with other
homogeneous loans for evaluation under formula-based criteria described
previously.
- 17 -
Impaired loans including nonaccruing loans totaled $3,351,105 and $2,901,859, at June 30, 2010, and December 31, 2009, respectively.
June 30, 2010 | December 31, 2009 | |
Impaired loans with valuation allowances, | ||
including nonaccruing loans | $ 846,267 | $ 799,834 |
Valuation allowances on impaired loans | $ 326,726 | $ 258,869 |
Impaired loans with no valuation allowances | $ 2,504,838 | $ 2,102,025 |
Total impaired loans | $ 3,351,105 | $ 2,901,859 |
Liquidity
Liquidity represents the ability to provide steady sources of
funds for loan commitments and investment activities, as well as to provide
sufficient funds to cover deposit withdrawals and payment of debt and operating
obligations. These funds can be obtained by converting assets to cash or by
attracting new deposits. The Company’s major sources of liquidity are loan
repayments, maturities of short-term investments including federal funds sold,
and increases in core deposits. Funds from seasonal deposits are generally
invested in short-term U.S. Treasury Bills and overnight federal funds.
Due to its location in a seasonal resort area, the Bank
typically experiences a decline in deposits, federal funds sold and investment
securities throughout the first quarter of the year when business customers are
using their deposits to meet cash flow needs. Beginning late in the second
quarter and throughout the third quarter, additional sources of liquidity become
more readily available as business borrowers start repaying loans, and the Bank
receives deposits from seasonal business customers, summer residents and
tourists.
Average liquid assets (cash and amounts due from banks,
interest-bearing deposits in other banks, federal funds sold, and investment
securities) compared to average deposits and retail repurchase agreements were
39.52% for the second quarter of 2010 compared to 38.92% for the same quarter of
2009.
The Company has available lines of credit, including
overnight federal funds and reverse repurchase agreements, totaling $28,000,000
as of June 30, 2010.
Average net loans to average deposits were 80.16% versus
81.98% as of June 30, 2010 and 2009, respectively. Average net loans increased
by 2.27% while average deposits grew by 4.59%. Funding for loan growth was
provided by deposit increases. Because loans earn higher average rates than the
Bank’s cost of funds, this results in a positive effect on earnings. Average
deposit balance increases occurred in interest-bearing accounts, except time
deposits which dropped slightly. Average non-interest bearing deposit balances
increased by 2.26%. Neither changes in deposit portfolio composition nor the
increase in outstanding loan balances has a negative impact on the Company’s
ability to meet liquidity demands.
- 18 -
Interest Rate Sensitivity
The primary objective of asset/liability management is to
ensure the steady growth of the Company's primary source of earnings, net
interest income. Net interest income can fluctuate with significant interest
rate movements. To lessen the impact of these margin swings, the balance sheet
should be structured so that repricing opportunities exist for both assets and
liabilities in roughly equivalent amounts at approximately the same time
intervals. Imbalances in these repricing opportunities at any point in time
constitute interest rate sensitivity.
Interest rate sensitivity refers to the responsiveness of
interest-bearing assets and liabilities to changes in market interest rates. The
rate-sensitive position, or gap, is the difference in the volume of
rate-sensitive assets and liabilities at a given time interval. The general
objective of gap management is to actively manage rate-sensitive assets and
liabilities to reduce the impact of interest rate fluctuations on the net
interest margin. Management generally attempts to maintain a balance between
rate-sensitive assets and liabilities as the exposure period is lengthened to
minimize the overall interest rate risk to the Company.
Interest rate sensitivity may be controlled on either side of
the balance sheet. On the asset side, management exercises some control over
maturities. Also, loans are written to provide repricing opportunities on fixed
rate notes. The Company's investment portfolio, including federal funds sold,
provides the most flexible and fastest control over rate sensitivity since it
can generally be restructured more quickly than the loan portfolio.
On the liability side, deposit products are structured to
offer incentives to attain the maturity distribution desired. Competitive
factors sometimes make control over deposits more difficult and, therefore, less
effective as an interest rate sensitivity management tool.
The asset mix of the balance sheet is continually evaluated
in terms of several variables: yield, credit quality, appropriate funding
sources, and liquidity. Management of the liability mix of the balance sheet
focuses on expanding the various funding sources.
As of June 30, 2010, the Company was cumulatively
asset-sensitive for all time horizons. For asset-sensitive institutions, if
interest rates should decrease, the net interest margins should decline. Since
all interest rates and yields do not adjust at the same velocity, the gap is
only a general indicator of rate sensitivity.
Results of Operations
Net income for the three months ended June 30, 2010,
was $1,523,386 ($.51 per share), compared to $1,151,176 ($.38 per share)
for the second quarter of 2009, resulting in an increase of $372,210 or 32.33%.
Year to date net income has increased $298,899 ($.11 per share) from $2,489,866
($.82 per share) in 2009 to $2,788,765 ($.93 per share) in 2010. The key
components of net income are discussed in the following paragraphs.
For the second quarter of 2010 compared to 2009, net interest
income increased $190,431 (5.04%). Net interest income increased $131,378
(1.71%) in the first six months of 2010 compared to the same period in 2009. The
decrease in interest and dividend revenue continues a multi-year trend primarily
attributable to extremely low market rates. In 2009, immediately repricable
assets such as federal funds sold saw dramatic revenue declines. During 2010,
the gradual downward repricing of debt securities and certificates of deposit in
other banks has caused further erosion of revenues. Interest expense decreased
in the second quarter of 2010 by $156,234 (24.04%) relative to the comparable
period last year due to lower rates on time deposits. For the year to date,
interest expense is down $372,996 (27.12%) relative to last year.
The Company’s net interest income is one of the most
important factors in evaluating its financial performance. Management uses
interest rate sensitivity analysis to determine the effect of rate changes. Net
interest income is projected over a one-year period to determine the effect of
an increase or decrease in the prime rate of 100 basis points. If prime were to
decrease one hundred basis points, and all assets and liabilities maturing
within that period were fully adjusted for the rate change, the Company would
experience a decrease of approximately 5.5% in net interest income. Conversely,
if prime were to increase one hundred basis points, and all assets and
liabilities maturing within that period were fully adjusted for the rate change,
the Company would experience an increase in net interest income of the same
percentage. The sensitivity analysis does not consider the likelihood of these
rate changes nor whether management’s reaction to this rate change would be to
reprice its loans or deposits or both.
- 19 -
The tax-equivalent quarterly yield on interest-earning assets
decreased by 4 basis points from 5.17% for second quarter 2009 to 5.13% in 2010.
The quarterly yield on interest-bearing liabilities decreased by 31 basis points
from 1.12% in 2009 to .81% in 2010. In combination, these shifts contribute to a
decrease in net margin on interest-earning assets of 49 basis points.
The following table presents information including average
balances of interest-earning assets and interest-bearing liabilities, the amount
of related interest income and interest expense, and the resulting yields by
category of interest-earning asset and interest-bearing liability. In this
table, dividends and interest on tax-exempt securities and loans are reported on
a fully taxable equivalent basis, which is a non-GAAP measure as defined in SEC
Regulation G and Item 10 of SEC Regulation S-K. Management believes that these
measures provide better yield comparability as a tool for managing net interest
income.
Average Balances, Interest, and Yields | ||||||
For the quarter ended | For the quarter ended | |||||
June 30, 2010 | June 30, 2009 | |||||
Average | Average | |||||
balance | Interest | Yield | balance | Interest | Yield | |
Assets | ||||||
Federal funds sold | $ 33,845,165 | $ 16,129 | 0.19% | $ 34,243,326 | $ 16,956 | 0.20% |
Interest-bearing deposits | 6,881,897 | 14,015 | 0.82% | 10,736,142 | 28,016 | 1.05% |
Investment securities | 64,660,854 | 363,879 | 2.26% | 62,061,340 | 453,877 | 2.93% |
Loans, net of allowance | 249,022,106 | 4,136,416 | 6.66% | 243,492,267 | 4,018,705 | 6.62% |
Total interest-earning assets | 354,410,022 | 4,530,439 | 5.13% | 350,533,075 | 4,517,554 | 5.17% |
Noninterest-bearing cash | 19,514,507 | 10,790,225 | ||||
Other assets | 15,779,339 | 13,469,191 | ||||
Total assets | $ 389,703,868 | $ 374,792,491 | ||||
Liabilities and Stockholders' Equity | ||||||
Interest-bearing deposits | ||||||
NOW | $ 55,898,114 | 56,514 | 0.41% | $ 49,940,208 | 27,331 | 0.22% |
Money market | 36,311,278 | 45,091 | 0.50% | 33,228,034 | 41,051 | 0.50% |
Savings | 47,959,025 | 59,420 | 0.50% | 43,726,854 | 53,922 | 0.49% |
Other time | 99,418,035 | 325,353 | 1.31% | 100,633,809 | 519,487 | 2.07% |
Total interest-bearing deposits | 239,586,452 | 486,378 | 0.81% | 227,528,905 | 641,791 | 1.13% |
Securities sold under agreements to repurchase & federal funds purchased | 5,411,273 | 6,696 | 0.50% | 5,751,306 | 7,126 | 0.50% |
Borrowed funds | 37,518 | 595 | 6.36% | 63,638 | 986 | 6.21% |
Total interest-bearing liabilities | 245,035,243 | 493,669 | 0.81% | 233,343,849 | 649,903 | 1.12% |
Noninterest-bearing deposits | 71,067,292 | 69,497,742 | ||||
316,102,535 | 493,669 | 0.63% | 302,841,591 | 649,903 | 0.86% | |
Other liabilities | 580,806 | 535,249 | ||||
Stockholders' equity | 73,020,527 | 71,415,651 | ||||
Total liabilities and | ||||||
stockholders' equity | $ 389,703,868 | $ 374,792,491 | ||||
Net interest spread | 4.32% | 4.05% | ||||
Net interest income | $ 4,036,770 | $ 3,867,651 | ||||
Net margin on interest-earning assets | 4.57% | 4.43% | ||||
Tax equivalent adjustment in: | ||||||
Investment income | $ 31,080 | $ 32,615 | ||||
Loan income | $ 34,633 | $ 54,410 |
- 20 -
Provisions for loan losses of $180,000 and $296,500 were
recorded during the second quarter of 2010 and 2009, respectively. Net loans
charged-off were $364,054 and $457,497 during the first half of 2010 and 2009,
respectively. Management attributes the continued loan losses to the generally
poor state of the economy which has had an adverse effect on certain borrowing
customers. See Loan Quality and the Allowance for Loan Losses for a discussion
of the provision for loan losses.
Noninterest revenue for the second quarter of 2010 is
$126,514 (25.29%) higher than the comparable period last year. Noninterest
revenue for the year-to-date is $303,886 (31.62%) more than last year. The
favorable variances in both the quarter and the year-to-date are largely due to
gains on the sale of old coins with high precious metal content that had been
stored in the Bank’s vault for decades, as well as gains on the sale of real
property to the State of Delaware for road expansion and related right of ways.
Noninterest expense for the second quarter of 2010 is
$177,265 (8.06%), less than last year including a $185,610 reduction in FDIC
premium expense. Noninterest expense year-to-date is $47,035 (1.13%) less than
last year including a $119,709 decrease in FDIC premiums. In 2009, FDIC
insurance premiums included the accrual of a special assessment to restore the
deposit insurance fund to target levels. This special assessment is not expected
to repeat in 2010.
Income taxes for the six months ended June 30, 2010 are
$212,000 (15.40%) higher than the same period last year, on a pre-tax income
increase of $510,899 (13.21%%).
Plans of Operation
The Bank offers a full range of deposit services including
checking, NOW, Money Market, and savings accounts, and time deposits including
certificates of deposit. The transaction, savings, and certificate of deposit
accounts are tailored to the Bank’s principal market areas at rates competitive
to those offered in the area. The Bank also offers Individual Retirement
Accounts (IRA), Health Savings Accounts, and Education Savings Accounts. All
deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to
the maximum amount allowed by law, which is currently $250,000 per depositor.
The Bank solicits these accounts from individuals, businesses, associations and
organizations, and governmental authorities. The Bank offers individual
customers up to $50 million in FDIC insured deposits through the Certificate of
Deposit Account Registry Services® network.
The Bank also offers a full range of short- to medium-term
commercial and personal loans. Commercial loans include both secured and
unsecured loans for working capital (including inventory and receivables),
business expansion (including acquisition of real estate and improvements), and
purchase of equipment and machinery. Consumer loans include secured and
unsecured loans for financing automobiles, home improvements, education, and
personal investments. The Bank originates commercial and residential mortgage
loans and real estate construction and acquisition loans. These lending
activities are subject to a variety of lending limits imposed by state and
federal law. The Bank lends to directors and officers of the Company and the
Bank under terms comparable to those offered to other borrowers entering into
similar loan transactions. The Board of Directors approves all loans to officers
and directors and reviews these loans every six months.
Other bank services include cash management services, 24-hour
ATM’s, debit cards, safe deposit boxes, travelers’ checks, direct deposit of
payroll and social security funds, and automatic drafts for various accounts.
The Bank offers bank-by-phone and Internet banking services, including
electronic bill-payment, to both commercial and retail customers. The Bank
offers a remote capture service that enables commercial customers to
electronically capture check images and make on-line deposits. The Bank also
offers non-deposit products including retail repurchase agreements and discount
brokerage services through a correspondent bank.
- 21 -
Capital Resources and Adequacy
Total stockholders’ equity increased $2,460,231 from December
31, 2009 to June 30, 2010. This increase is attributable to comprehensive income
recorded during the period, as detailed in Note 2 of the Notes to Financial
Statements.
Under the capital guidelines of the Federal Reserve Board and
the FDIC, the Company and Bank are currently required to maintain a minimum
risk-based total capital ratio of 8%, with at least 4% being Tier 1 capital.
Tier 1 capital consists of stockholders' equity less accumulated other
comprehensive income. In addition, the Company and the Bank must maintain a
minimum Tier 1 leverage ratio (Tier 1 capital to total assets) of at least 4%,
but this minimum ratio is increased by 100 to 200 basis points for other than
the highest-rated institutions.
Tier one risk-based capital ratios of the Company as of June
30, 2010 and December 31, 2009 were 31.1% and 31.6%, respectively. Both are
substantially in excess of regulatory minimum requirements.
The Company and the Bank did not seek assistance under the
federally funded Troubled Asset Relief Program (TARP)
developed in the last quarter of 2008. Neither the Company nor the Bank will
benefit directly from TARP funds. The Bank has not engaged in subprime
mortgage lending, and has no investments in mortgage backed securities.
Late in 2008, the Company and the Bank elected to participate
in the Temporary Liquidity Guarantee Program (TLG). A component of TLG, the
Transaction Account Guarantee Program (TAG), provides additional insurance
protection to holders of transaction accounts with rates not exceeding .50%. The
Company’s participation in this program may have contributed to an increase in
deposits in the Bank as investors seek the safety of insured deposits in
community banks. Deposit insurance premiums have increased as a result of the
higher deposit balances, the higher insurance limits, participation in TAG, and
higher insurance rates. Management does not expect to pass all of the additional
insurance premium costs on to customers. Effective July 1, 2010, the Bank will
no longer participate in TAG due to the rate limitations (maximum .25%) imposed
on banks that do extend their participation and the term (up to 18 months) over
which rate restrictions might apply. Deposits will continue to be insured up to
the limits provided under standard FDIC deposit insurance rules. Management does
not expect withdrawal from the TAG program to have a significant effect on
deposit balances.
In the most stable economic times, the Company cannot
reliably predict the effect of changing government policies on earnings, or loan
and deposit levels. Management expects 2010 to see a continuation of higher than
usual fees associated with loan collection, and additional loan defaults. The
full impact of the dramatic developments of 2008 and 2009 on future results of
operation of the Company and the Bank, are uncertain. Although some key economic
indicators are stabilizing or improving in early 2010, management recognizes
that loan defaults may continue into the early months of a recovery as customers
struggle to stabilize business or personal finances and property values remain
at levels well below the market peak in mid-2008.
Website Access to SEC Reports
The Bank maintains an Internet website at
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Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Item 4. Controls and procedures
Disclosure controls and procedures are designed and
maintained by the Company to ensure that information required to be disclosed in
the Company’s publicly filed reports is recorded, processed, summarized and
reported in a timely manner. Such information must be available to management,
including the Chief Executive Officer (CEO) and Treasurer, to allow them to make
timely decisions about required disclosures. Even a well-designed and maintained
control system can provide only reasonable, not absolute, assurance that its
objectives are achieved. Inherent limitations in any system of controls include
flawed judgment, errors, omissions, or intentional circumvention of controls.
The Company’s management, including the CEO and Treasurer,
performed an evaluation of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as of June 30, 2010. Based on that
evaluation, the Company’s management, including the CEO and Treasurer, has
concluded that the Company’s disclosure controls and procedures are effective.
The projection of an evaluation of controls to future periods is subject to the
risk that procedures may become inadequate due to changes in conditions
including the degree of compliance with procedures.
Changes in Internal Controls
During the quarter ended on the date of this report, there
were no significant changes in the Company’s internal control over financial
reporting that have had or are reasonably likely to have a material effect on
the Company’s internal control over financial reporting. As of June 30, 2010,
the Company’s management, including the CEO and Treasurer, has concluded that
the Company’s internal controls over financial reporting are effective.
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Calvin B. Taylor Bankshares, Inc. and Subsidiary
Part II. Other Information
Item 1 Legal Proceedings
Not applicable
Item 1A Risk Factors
The Company and the Bank are subject to various types of risk
during the normal conduct of business. There has been no material increase in
any level of risk incurred by the Company or the Bank during the quarter covered
by this report. Following are descriptions of the significant categories of risk
most relevant to the Company.
Credit risk is the risk to the Company’s earnings or
capital from the potential of an obligor failing to fulfill its contractual
commitment to the Company. Credit risk is most closely associated with the
Company’s lending activities.
Interest rate risk is the risk to earnings or capital
from the potential movement in interest rates. It is the sensitivity of the
Company’s future earnings to interest rate changes.
Liquidity risk is the risk to earnings or capital from
the Company’s inability to meet its obligations when they come due without
incurring unacceptable losses or costs.
Market risk is the risk to earnings or capital from
changes in the value of portfolios of financial instruments. For the Company,
market risk is the risk of a decline in market value of its securities
portfolio.
Transaction risk is the risk to earnings or capital
arising from problems with service or product delivery. Transaction risk is the
risk of a failure in the Company’s operating processes, such as automation,
employee integrity, or internal controls.
Compliance risk is the risk to earnings or capital
from noncompliance with laws, rules, and regulations. Compliance risk is one of
the greatest risks the Company faces.
Reputation risk is the risk to earnings or capital
from negative public opinion. Customer and public relations are critical to the
Company’s success. Accordingly, the Company’s reputation is extremely important
and anything that would impair that reputation is a significant risk.
Strategic risk is the risk to earnings or capital
arising from adverse business decisions or improper implementation of those
decisions.
- 24 -
Item 2 Unregistered Sales of Equity Securities and Use of
Proceeds
There is no final expiration date for this program.
No other stock repurchase plan or program existed or exists
simultaneously, nor has any other plan or program expired during the
duration of this program. Common shares repurchased under this plan have
been retired.
Item 3 Defaults Upon Senior Securities
Not applicable
Item 4 (Removed and Reserved)
Item 5 Other information
Item 6 Exhibits and Reports on Form 8-K
a) Exhibits
31. Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Exhibit 31.1
Rule 13a-14(a) Certification of the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Raymond M. Thompson, certify that:
I have reviewed this quarterly report on Form 10-Q of Calvin B. Taylor Bankshares, Inc.;
1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
2. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
3. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiary, is made known to
us by others within those entities, particularly during the period
in which this report is being prepared;
b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the
most recent fiscal quarter that has or is reasonably likely to
materially affect the registrant’s internal control over financial
reporting; and
4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Calvin B. Taylor Bankshares, Inc.
Date: August 6, 2010
By: /s/ Raymond M. Thompson
Raymond M. Thompson
Chief Executive Officer
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Exhibit 31.2
Rule 13a-14(a) Certification of the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jennifer G. Hawkins, certify that:
I have reviewed this quarterly report on Form 10-Q of Calvin B. Taylor Bankshares, Inc.;
1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
2. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
3. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiary, is made known to
us by others within those entities, particularly during the period
in which this report is being prepared;
(b) designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred during the
most recent fiscal quarter that has or is reasonably likely to
materially affect the registrant’s internal control over financial
reporting; and
4. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Calvin B. Taylor Bankshares, Inc.
Date: August 6, 2010
By: /s/ Jennifer G. Hawkins
Jennifer G. Hawkins
Treasurer (Principal Financial Officer)
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Exhibit 32
Certification - Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
We, the undersigned, certify that to the best of our knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended June 30, 2010, of Calvin B. Taylor Bankshares, Inc:
(1) The referenced report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Calvin B. Taylor Bankshares, Inc.
Date: August 6, 2010
By: /s/ Raymond M. Thompson
Raymond M. Thompson
Chief Executive Officer
By: /s/ Jennifer G. Hawkins
Jennifer G. Hawkins
Treasurer (Principal Financial Officer)
- 28 -
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.
Calvin B. Taylor Bankshares, Inc.
Date: August 6, 2010
By: /s/ Raymond M. Thompson
Raymond M. Thompson
Chief Executive Officer
By: /s/ Jennifer G. Hawkins
Jennifer G. Hawkins
Treasurer (Principal Financial Officer)
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