The following tables present information about the Company’s impaired loans and ORE measured at fair value on a non-recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value for the years indicated.
| |
|
|
|
|
Fair Value Measurements
At September 30, 2011, Using
|
|
| |
|
|
|
|
|
|
|
(in thousands)
|
|
Fair Value
September 30,
2011
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Impaired Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
$ |
2,329 |
|
|
$ |
- |
|
|
$ |
2,329 |
|
|
$ |
- |
|
|
Agricultural Real Estate
|
|
|
1,367 |
|
|
|
- |
|
|
|
1,367 |
|
|
|
- |
|
|
Residential 1st Mortgage
|
|
|
926 |
|
|
|
- |
|
|
|
926 |
|
|
|
- |
|
|
Home Equity
|
|
|
33 |
|
|
|
- |
|
|
|
33 |
|
|
|
- |
|
|
Agricultural
|
|
|
704 |
|
|
|
- |
|
|
|
- |
|
|
|
704 |
|
|
Commercial
|
|
|
64 |
|
|
|
- |
|
|
|
- |
|
|
|
64 |
|
|
Other Real Estate
|
|
|
3,513 |
|
|
|
- |
|
|
|
3,513 |
|
|
|
- |
|
|
Total Assets Measured at Fair Value On a Non-Recurring Basis
|
|
$ |
8,936 |
|
|
$ |
- |
|
|
$ |
8,168 |
|
|
$ |
768 |
|
Impaired loans with a partial charge-off or where an allowance was established were $7.1 million with an allowance for loan losses of $1.7 million. Impaired loans are collateral dependent and have been adjusted to fair value based on the estimated fair value of the underlying collateral, less estimated selling costs. If the Company determines that the value of an impaired loan is less than the recorded investment in the loan, the carrying value is adjusted through a charge-off recorded through the allowance for loan losses.
ORE was $7.1 million with a valuation allowance of $3.6 million. ORE has been adjusted to estimated fair value, less estimated selling costs. At the time of foreclosure, foreclosed assets are recorded at the lower of the carrying amount of the loan or the estimated fair value less estimated selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically obtains updated valuations of the foreclosed assets and, if additional impairments are deemed necessary, the impairment is recorded in non-interest expense on the Consolidated Statements of Income.
| |
|
|
|
|
Fair Value Measurements
At December 31, 2010, Using
|
|
|
(in thousands)
|
|
Fair Value
December 31, 2010
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Impaired Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
$ |
7,973 |
|
|
$ |
- |
|
|
$ |
7,973 |
|
|
$ |
- |
|
|
Agricultural Real Estate
|
|
|
458 |
|
|
|
- |
|
|
|
458 |
|
|
|
- |
|
|
Real Estate Construction
|
|
|
2,250 |
|
|
|
- |
|
|
|
2,250 |
|
|
|
- |
|
|
Residential 1st Mortgages
|
|
|
891 |
|
|
|
- |
|
|
|
891 |
|
|
|
- |
|
|
Agricultural
|
|
|
600 |
|
|
|
- |
|
|
|
600 |
|
|
|
- |
|
|
Commercial
|
|
|
52 |
|
|
|
- |
|
|
|
52 |
|
|
|
- |
|
|
Other Real Estate
|
|
|
8,038 |
|
|
|
- |
|
|
|
8,038 |
|
|
|
- |
|
|
Total Assets Measured at Fair Value On a Non-Recurring Basis
|
|
$ |
20,262 |
|
|
$ |
- |
|
|
$ |
20,262 |
|
|
$ |
- |
|
Impaired loans with a partial charge-off or where an allowance was established were $17.4 million with an allowance for loan losses of $5.2 million. Impaired loans are collateral dependent and have been adjusted to fair value based on the estimated fair value of the underlying collateral, less estimated selling costs. If the Company determines that the value of an impaired loan is less than the recorded investment in the loan, the carrying value is adjusted through a charge-off recorded through the allowance for loan losses.
ORE was $11.7 million with a valuation allowance of $3.7 million. ORE has been adjusted to estimated fair value, less estimated selling costs. At the time of foreclosure, foreclosed assets are recorded at the lower of the carrying amount of the loan or the estimated fair value less estimated selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically obtains updated valuations of the foreclosed assets and, if additional impairments are deemed necessary, the impairment is recorded in non-interest expense on the Consolidated Statements of Income.
| |
|
|
|
|
Fair Value Measurements
At September 30, 2010, Using
|
|
|
(in thousands)
|
|
Fair Value
Total
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Impaired Loans
|
|
$ |
3,068 |
|
|
$ |
- |
|
|
$ |
3,068 |
|
|
$ |
- |
|
|
Other Real Estate
|
|
|
9,510 |
|
|
|
- |
|
|
|
9,510 |
|
|
|
- |
|
|
Total Assets Measured at Fair Value On a Non-Recurring Basis
|
|
$ |
12,578 |
|
|
$ |
- |
|
|
$ |
12,578 |
|
|
$ |
- |
|
Impaired loans where an allowance was established were $5.4 million with an allowance for loan losses of $2.4 million. Impaired loans are collateral dependent and have been adjusted to fair value based on the estimated fair value of the underlying collateral, less estimated selling costs. If the Company determines that the value of an impaired loan is less than the recorded investment in the loan, the carrying value is adjusted through a charge-off recorded through the allowance for loan losses.
ORE was $12.9 million with a valuation allowance of $3.4 million. ORE has been adjusted to estimated fair value, less estimated selling costs. At the time of foreclosure, foreclosed assets are recorded at the lower of the carrying amount of the loan or the estimated fair value less estimated selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically obtains updated valuations of the foreclosed assets and, if additional impairments are deemed necessary, the impairment is recorded in non-interest expense on the Consolidated Statements of Income.
6. Dividends and Earnings Per Share
Farmers & Merchants Bancorp common stock is not traded on any exchange. The shares are primarily held by local residents and are not actively traded. On May 16, 2011, the Board of Directors of Farmers & Merchants Bancorp announced a mid-year cash dividend of $5.65 per share, a 6.0% increase over the $5.35 per share paid on July 1, 2010. The cash dividend was paid on June 30, 2011, to shareholders of record on June 1, 2011.
Earnings per share amounts are computed by dividing net income by the weighted average number of common shares outstanding for the period. The following table calculates the earnings per share for the three and nine months ended September 30, 2011 and 2010.
| |
|
Three Months
Ended September 30,
|
|
|
Nine Months
Ended September 30,
|
|
|
(net income in thousands)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Net Income
|
|
$ |
6,267 |
|
|
$ |
6,209 |
|
|
$ |
16,548 |
|
|
$ |
16,266 |
|
|
Average Number of Common Shares Outstanding
|
|
|
779,424 |
|
|
|
780,944 |
|
|
|
779,424 |
|
|
|
780,944 |
|
|
Per Share Amount
|
|
$ |
8.04 |
|
|
$ |
7.95 |
|
|
$ |
21.23 |
|
|
$ |
20.83 |
|
7. Recent Accounting Pronouncements
In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. This ASU amends the FASB Accounting Standards CodificationTM (Codification) to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments to the Codification in the ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
ASU 2011-05 should be applied retrospectively. These amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. Management does not believe that the adoption of this ASU will have a material impact on the Company’s financial position, results of operation, cash flows, or disclosure.
In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement, and resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The amendments to the FASB Accounting Standards Codification™ (Codification) in this ASU are to be applied prospectively. The amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. Management does not believe that the adoption of this ASU will have a material impact on the Company’s financial position, results of operation, cash flows, or disclosure.
In April 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-03, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. The ASU is intended to improve financial reporting of repurchase agreements (“repos”) and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. In a typical repo transaction, an entity transfers financial assets to a counterparty in exchange for cash with an agreement for the counterparty to return the same or equivalent financial assets for a fixed price in the future. FASB Accounting Standards Codification™ (Codification) Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repo agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred financial assets. The amendments to the Codification in this ASU are intended to improve the accounting for these transactions by removing from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets. The guidance in the ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. Management does not believe that the adoption of this ASU will have a material impact on the Company’s financial position, results of operation, cash flows, or disclosure.
In April 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (1) the restructuring constitutes a concession; and (2) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards Codification™ (Codification) Topic 310, Receivables, clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. Early application is permitted. The adoption of this ASU did not have a material impact on the Company’s financial position, results of operation, cash flows, or disclosure.
The following is management’s discussion and analysis of the major factors that influenced our financial performance for the three and nine months ended September 30, 2011. This analysis should be read in conjunction with our 2010 Annual Report to Shareholders on Form 10-K, and with the unaudited financial statements and notes as set forth in this report.
Forward–Looking Statements
This Form 10-Q contains various forward-looking statements, usually containing the words “estimate,” “project,” “expect,” “objective,” “goal,” or similar expressions and includes assumptions concerning Farmers & Merchants Bancorp’s (together with its subsidiaries, the “Company” or “we”) operations, future results, and prospects. These forward-looking statements are based upon current expectations and are subject to risks and uncertainties. In connection with the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important factors which could cause the actual results of events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions.
Such factors include the following: (1) the current economic downturn and turmoil in financial markets and the response of federal and state regulators thereto; (2) the effect of changing regional and national economic conditions including the housing market in the Central Valley of California; (3) significant changes in interest rates and prepayment speeds; (4) credit risks of lending and investment activities; (5) changes in federal and state banking laws or regulations; (6) competitive pressure in the banking industry; (7) changes in governmental fiscal or monetary policies; (8) uncertainty regarding the economic outlook resulting from the continuing war on terrorism, as well as actions taken or to be taken by the U.S. or other governments as a result of further acts or threats of terrorism; and (9) other factors discussed in Item 1A. Risk Factors located in the Company’s 2010 Annual Report on Form 10-K.
Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.
Introduction
Farmers & Merchants Bancorp, or the Company, is a bank holding company formed March 10, 1999. Its subsidiary, Farmers & Merchants Bank of Central California, or the Bank, is a California state-chartered bank formed in 1916. The Bank serves the mid Central Valley of California through twenty-two banking offices and two stand-alone ATM’s. The service area includes Sacramento, San Joaquin, Stanislaus and Merced Counties with branches in Sacramento, Elk Grove, Galt, Lodi, Stockton, Linden, Modesto, Turlock, Hilmar, and Merced. Substantially all of the Company’s business activities are conducted within its market area.
As a bank holding company, the Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (“FRB”). As a California, state-chartered, non-fed member bank, the Bank is subject to regulation and examination by the California Department of Financial Institutions (“DFI”) and the Federal Deposit Insurance Corporation (“FDIC”).
Overview
The Company’s primary service area encompasses the mid Central Valley of California, a region that can be significantly impacted by the seasonal needs of the agricultural industry. Accordingly, the Company’s Financial Condition and Results of Operations are influenced by the seasonal banking needs of our agricultural customers (e.g., during the spring and summer customers draw down their deposit balances and increase loan borrowing to fund the purchase of equipment and planting of crops. Correspondingly, deposit balances are replenished and loans repaid in fall and winter as crops are harvested and sold). As a result of these seasonal patterns, discussion of the Company’s financial condition and operating results for the current reporting period is often more meaningful when compared to the same period in the prior year, as opposed to the prior year-end or the prior period in the current year.
For the three and nine months ended September 30, 2011, Farmers & Merchants Bancorp reported net income of $6,267,000 and $16,548,000, earnings per share of $8.04 and $21.23 and return on average assets of 1.35% and 1.20%, respectively. Return on average shareholders’ equity was 13.62% and 12.24% for the three and nine months ended September 30, 2011.
For the three and nine months ended September 30, 2010, Farmers & Merchants Bancorp reported net income of $6,209,000 and $16,266,000, earnings per share of $7.95 and $20.83 and return on average assets of 1.40% and 1.24%, respectively. Return on average shareholders’ equity was 14.38% and 12.72% for the three and nine months ended September 30, 2010.
The following is a summary of the financial results for the nine month period ended September 30, 2011 compared to September 30, 2010.
|
·
|
Net income increased 1.7% to $16.5 million from $16.3 million.
|
|
·
|
Earnings per share increased 1.9% to $21.23 from $20.83.
|
|
·
|
Total assets increased 5.8% to $1.88 billion.
|
|
·
|
Total loans decreased 1.1% to $1.18 billion.
|
|
·
|
Allowance for loan losses increased 3.0% to $33.0 million.
|
|
·
|
Total deposits increased 5.9% to $1.6 billion.
|
Factors impacting the Company’s improved earnings performance in the first nine months of 2011 as compared to the same period last year were: (1) a $5.2 million decrease in the provision for loan losses; and (2) a $1.2 million decrease in interest expense on deposits. These factors were partially offset by: (1) a $1.5 million decrease in interest and fee income on loans; (2) a $2.9 million decrease in gain on investment securities; (3) an $868,000 decrease in service charges on deposit accounts; and (4) an $814,000 increase in salaries & employee benefits.
Results of Operations
This section discusses material changes in the Company’s income statement for the three and nine month periods ended September 30, 2011 as compared to the three and nine month periods ended September 30, 2010.
Net Interest Income / Net Interest Margin
The tables on the following pages reflect the Company's average balance sheets and volume and rate analysis for the three and nine month periods ended September 30, 2011 and 2010.
The average yields on earning assets and average rates paid on interest-bearing liabilities have been computed on an annualized basis for purposes of comparability with full year data. Average balance amounts for assets and liabilities are the computed average of daily balances.
Net interest income is the amount by which the interest and fees on loans and other interest earning assets exceed the interest paid on interest bearing liabilities. For the purpose of analysis, the interest earned on tax-exempt investments and municipal loans is adjusted to an amount comparable to interest subject to normal income taxes. This adjustment is referred to as “taxable equivalent” and is noted wherever applicable.
The Volume and Rate Analysis of Net Interest Income summarizes the changes in interest income and interest expense based on changes in average asset and liability balances (volume) and changes in average rates (rate). For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to: (1) changes in volume (change in volume multiplied by initial rate); (2) changes in rate (change in rate multiplied by initial volume); and (3) changes in rate/volume (allocated in proportion to the respective volume and rate components).
The Company’s earning assets and rate sensitive liabilities are subject to repricing at different times, which exposes the Company to income fluctuations when interest rates change. In order to minimize income fluctuations, the Company attempts to match asset and liability maturities. However, some maturity mismatch is inherent in the asset and liability mix (see Item 3. “Quantitative and Qualitative Disclosures about Market Risk – Interest Rate Risk”).
Farmers & Merchants Bancorp
Quarterly Average Balances and Interest Rates
(Interest and Rates on a Taxable Equivalent Basis)
(in thousands)
| |
|
Three Months Ended Sept 30,
2011
|
|
|
Three Months Ended Sept 30,
2010
|
|
|
Assets
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Interest Bearing Deposits with Banks
|
|
$ |
44,158 |
|
|
$ |
28 |
|
|
|
0.25 |
% |
|
$ |
50,713 |
|
|
$ |
32 |
|
|
|
0.25 |
% |
|
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies
|
|
|
201,893 |
|
|
|
562 |
|
|
|
1.11 |
% |
|
|
182,381 |
|
|
|
557 |
|
|
|
1.22 |
% |
|
Municipals - Non-Taxable
|
|
|
5,759 |
|
|
|
108 |
|
|
|
7.52 |
% |
|
|
6,425 |
|
|
|
123 |
|
|
|
7.63 |
% |
|
Mortgage Backed Securities
|
|
|
208,586 |
|
|
|
1,663 |
|
|
|
3.19 |
% |
|
|
130,993 |
|
|
|
1,312 |
|
|
|
4.01 |
% |
|
Other
|
|
|
5,154 |
|
|
|
3 |
|
|
|
0.22 |
% |
|
|
4,425 |
|
|
|
9 |
|
|
|
0.67 |
% |
|
Total Investment Securities Available-for-sale
|
|
|
421,392 |
|
|
|
2,336 |
|
|
|
2.22 |
% |
|
|
324,224 |
|
|
|
2,001 |
|
|
|
2.47 |
% |
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipals - Non-Taxable
|
|
|
59,906 |
|
|
|
863 |
|
|
|
5.76 |
% |
|
|
63,501 |
|
|
|
904 |
|
|
|
5.69 |
% |
|
Mortgage Backed Securities
|
|
|
1,571 |
|
|
|
14 |
|
|
|
3.56 |
% |
|
|
2,731 |
|
|
|
26 |
|
|
|
3.81 |
% |
|
Other
|
|
|
2,260 |
|
|
|
5 |
|
|
|
0.88 |
% |
|
|
1,989 |
|
|
|
12 |
|
|
|
2.41 |
% |
|
Total Investment Securities Held-to-Maturity
|
|
|
63,737 |
|
|
|
882 |
|
|
|
5.53 |
% |
|
|
68,221 |
|
|
|
942 |
|
|
|
5.52 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
724,776 |
|
|
|
11,610 |
|
|
|
6.36 |
% |
|
|
711,403 |
|
|
|
11,314 |
|
|
|
6.31 |
% |
|
Home Equity
|
|
|
53,538 |
|
|
|
780 |
|
|
|
5.78 |
% |
|
|
62,578 |
|
|
|
917 |
|
|
|
5.81 |
% |
|
Agricultural
|
|
|
224,454 |
|
|
|
3,078 |
|
|
|
5.44 |
% |
|
|
229,041 |
|
|
|
3,458 |
|
|
|
5.99 |
% |
|
Commercial
|
|
|
175,116 |
|
|
|
2,374 |
|
|
|
5.38 |
% |
|
|
172,754 |
|
|
|
2,518 |
|
|
|
5.78 |
% |
|
Consumer
|
|
|
7,137 |
|
|
|
104 |
|
|
|
5.78 |
% |
|
|
8,856 |
|
|
|
132 |
|
|
|
5.91 |
% |
|
Other
|
|
|
242 |
|
|
|
3 |
|
|
|
4.92 |
% |
|
|
248 |
|
|
|
3 |
|
|
|
4.80 |
% |
|
Total Loans
|
|
|
1,185,263 |
|
|
|
17,949 |
|
|
|
6.01 |
% |
|
|
1,184,880 |
|
|
|
18,342 |
|
|
|
6.14 |
% |
|
Total Earning Assets
|
|
|
1,714,550 |
|
|
$ |
21,195 |
|
|
|
4.90 |
% |
|
|
1,628,038 |
|
|
$ |
21,316 |
|
|
|
5.19 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Loss on Securities Available-for-Sale
|
|
|
7,572 |
|
|
|
|
|
|
|
|
|
|
|
8,281 |
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
|
|
(32,971 |
) |
|
|
|
|
|
|
|
|
|
|
(31,857 |
) |
|
|
|
|
|
|
|
|
|
Cash and Due From Banks
|
|
|
30,724 |
|
|
|
|
|
|
|
|
|
|
|
31,131 |
|
|
|
|
|
|
|
|
|
|
All Other Assets
|
|
|
134,459 |
|
|
|
|
|
|
|
|
|
|
|
136,821 |
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
1,854,334 |
|
|
|
|
|
|
|
|
|
|
$ |
1,772,414 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities & Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing DDA
|
|
$ |
199,767 |
|
|
$ |
57 |
|
|
|
0.11 |
% |
|
$ |
169,961 |
|
|
$ |
47 |
|
|
|
0.11 |
% |
|
Savings and Money Market
|
|
|
491,899 |
|
|
|
411 |
|
|
|
0.33 |
% |
|
|
442,100 |
|
|
|
488 |
|
|
|
0.44 |
% |
|
Time Deposits
|
|
|
534,048 |
|
|
|
869 |
|
|
|
0.65 |
% |
|
|
575,010 |
|
|
|
1,222 |
|
|
|
0.84 |
% |
|
Total Interest Bearing Deposits
|
|
|
1,225,714 |
|
|
|
1,337 |
|
|
|
0.43 |
% |
|
|
1,187,071 |
|
|
|
1,757 |
|
|
|
0.59 |
% |
|
Securities Sold Under Agreement to Repurchase
|
|
|
60,000 |
|
|
|
541 |
|
|
|
3.58 |
% |
|
|
60,000 |
|
|
|
541 |
|
|
|
3.58 |
% |
|
Other Borrowed Funds
|
|
|
555 |
|
|
|
8 |
|
|
|
5.72 |
% |
|
|
615 |
|
|
|
9 |
|
|
|
5.81 |
% |
|
Subordinated Debentures
|
|
|
10,310 |
|
|
|
82 |
|
|
|
3.16 |
% |
|
|
10,310 |
|
|
|
88 |
|
|
|
3.39 |
% |
|
Total Interest Bearing Liabilities
|
|
|
1,296,579 |
|
|
$ |
1,968 |
|
|
|
0.60 |
% |
|
|
1,257,996 |
|
|
$ |
2,395 |
|
|
|
0.76 |
% |
|
Interest Rate Spread
|
|
|
|
|
|
|
|
|
|
|
4.30 |
% |
|
|
|
|
|
|
|
|
|
|
4.44 |
% |
|
Demand Deposits (Non-Interest Bearing)
|
|
|
339,927 |
|
|
|
|
|
|
|
|
|
|
|
303,363 |
|
|
|
|
|
|
|
|
|
|
All Other Liabilities
|
|
|
33,790 |
|
|
|
|
|
|
|
|
|
|
|
38,340 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
1,670,296 |
|
|
|
|
|
|
|
|
|
|
|
1,599,699 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity
|
|
|
184,038 |
|
|
|
|
|
|
|
|
|
|
|
172,715 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders' Equity
|
|
$ |
1,854,334 |
|
|
|
|
|
|
|
|
|
|
$ |
1,772,414 |
|
|
|
|
|
|
|
|
|
|
Impact of Non-Interest Bearing Deposits and Other Liabilities
|
|
|
|
|
|
|
|
0.15 |
% |
|
|
|
|
|
|
|
|
|
|
0.17 |
% |
|
Net Interest Income and Margin on Total Earning Assets
|
|
|
|
19,227 |
|
|
|
4.45 |
% |
|
|
|
|
|
|
18,921 |
|
|
|
4.61 |
% |
|
Tax Equivalent Adjustment
|
|
|
|
|
|
|
(334 |
) |
|
|
|
|
|
|
|
|
|
|
(348 |
) |
|
|
|
|
|
Net Interest Income
|
|
|
|
|
|
$ |
18,893 |
|
|
|
4.37 |
% |
|
|
|
|
|
$ |
18,573 |
|
|
|
4.53 |
% |
Notes: Yields on municipal securities have been calculated on a fully taxable equivalent basis. Loan interest income includes fee income and unearned discount in the amount of $813,000 and $269,000 for the quarters ended September 30, 2011 and 2010, respectively. Yields on securities available-for-sale are based on historical cost.
Farmers & Merchants Bancorp
Year-to-Date Average Balances and Interest Rates
(Interest and Rates on a Taxable Equivalent Basis)
| |
|
Nine Months Ended Sept. 30,
2011
|
|
|
Nine Months Ended Sept. 30,
2010
|
|
|
Assets
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Interest Bearing Deposits with Banks
|
|
$ |
35,869 |
|
|
$ |
67 |
|
|
|
0.25 |
% |
|
$ |
38,469 |
|
|
$ |
68 |
|
|
|
0.24 |
% |
|
Investment Securities Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies
|
|
|
228,677 |
|
|
|
1,954 |
|
|
|
1.14 |
% |
|
|
162,551 |
|
|
|
1,762 |
|
|
|
1.45 |
% |
|
Municipals - Non-Taxable
|
|
|
6,042 |
|
|
|
340 |
|
|
|
7.50 |
% |
|
|
6,937 |
|
|
|
395 |
|
|
|
7.59 |
% |
|
Mortgage Backed Securities
|
|
|
196,816 |
|
|
|
4,959 |
|
|
|
3.36 |
% |
|
|
151,470 |
|
|
|
4,819 |
|
|
|
4.24 |
% |
|
Other
|
|
|
4,872 |
|
|
|
8 |
|
|
|
0.22 |
% |
|
|
4,046 |
|
|
|
21 |
|
|
|
0.69 |
% |
|
Total Investment Securities Available-for-Sale
|
|
|
436,407 |
|
|
|
7,261 |
|
|
|
2.22 |
% |
|
|
325,004 |
|
|
|
6,997 |
|
|
|
2.87 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities Held-to-Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipals - Non-Taxable
|
|
|
60,282 |
|
|
|
2,596 |
|
|
|
5.74 |
% |
|
|
63,828 |
|
|
|
2,761 |
|
|
|
5.77 |
% |
|
Mortgage Backed Securities
|
|
|
1,830 |
|
|
|
52 |
|
|
|
3.79 |
% |
|
|
3,065 |
|
|
|
88 |
|
|
|
3.83 |
% |
|
Other
|
|
|
2,268 |
|
|
|
16 |
|
|
|
0.94 |
% |
|
|
1,989 |
|
|
|
38 |
|
|
|
2.55 |
% |
|
Total Investment Securities Held-to-Maturity
|
|
|
64,380 |
|
|
|
2,664 |
|
|
|
5.52 |
% |
|
|
68,882 |
|
|
|
2,887 |
|
|
|
5.59 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
719,701 |
|
|
|
33,929 |
|
|
|
6.30 |
% |
|
|
717,662 |
|
|
|
33,981 |
|
|
|
6.33 |
% |
|
Home Equity
|
|
|
55,992 |
|
|
|
2,433 |
|
|
|
5.81 |
% |
|
|
64,006 |
|
|
|
2,814 |
|
|
|
5.88 |
% |
|
Agricultural
|
|
|
217,753 |
|
|
|
9,151 |
|
|
|
5.62 |
% |
|
|
213,746 |
|
|
|
9,597 |
|
|
|
6.00 |
% |
|
Commercial
|
|
|
172,795 |
|
|
|
7,067 |
|
|
|
5.47 |
% |
|
|
177,981 |
|
|
|
7,660 |
|
|
|
5.75 |
% |
|
Consumer
|
|
|
7,509 |
|
|
|
356 |
|
|
|
6.34 |
% |
|
|
9,478 |
|
|
|
418 |
|
|
|
5.90 |
% |
|
Credit Card
|
|
|
|
|
|
|
|
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
0.00 |
% |
|
Other
|
|
|
244 |
|
|
|
10 |
|
|
|
5.48 |
% |
|
|
250 |
|
|
|
10 |
|
|
|
5.35 |
% |
|
Total Loans
|
|
|
1,173,994 |
|
|
|
52,946 |
|
|
|
6.03 |
% |
|
|
1,183,123 |
|
|
|
54,480 |
|
|
|
6.16 |
% |
|
Total Earning Assets
|
|
|
1,710,650 |
|
|
$ |
62,937 |
|
|
|
4.92 |
% |
|
|
1,615,478 |
|
|
$ |
64,432 |
|
|
|
5.33 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gain (Loss) on Securities Available-for-Sale
|
|
|
4,346 |
|
|
|
|
|
|
|
|
|
|
|
7,746 |
|
|
|
|
|
|
|
|
|
|
Allowance for Loan Losses
|
|
|
(32,556 |
) |
|
|
|
|
|
|
|
|
|
|
(32,205 |
) |
|
|
|
|
|
|
|
|
|
Cash and Due From Banks
|
|
|
30,103 |
|
|
|
|
|
|
|
|
|
|
|
29,419 |
|
|
|
|
|
|
|
|
|
|
All Other Assets
|
|
|
134,777 |
|
|
|
|
|
|
|
|
|
|
|
132,547 |
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$ |
1,847,320 |
|
|
|
|
|
|
|
|
|
|
$ |
1,752,985 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities & Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing DDA
|
|
$ |
203,998 |
|
|
$ |
195 |
|
|
|
0.13 |
% |
|
$ |
173,174 |
|
|
$ |
171 |
|
|
|
0.13 |
% |
|
Savings and Money Market
|
|
|
484,894 |
|
|
|
1,200 |
|
|
|
0.33 |
% |
|
|
439,899 |
|
|
|
1,518 |
|
|
|
0.46 |
% |
|
Time Deposits
|
|
|
551,216 |
|
|
|
2,884 |
|
|
|
0.70 |
% |
|
|
572,966 |
|
|
|
3,783 |
|
|
|
0.88 |
% |
|
Total Interest Bearing Deposits
|
|
|
1,240,108 |
|
|
|
4,279 |
|
|
|
0.46 |
% |
|
|
1,186,039 |
|
|
|
5,472 |
|
|
|
0.62 |
% |
|
Securities Sold Under Agreement to Repurchase
|
|
|
60,000 |
|
|
|
1,606 |
|
|
|
3.58 |
% |
|
|
60,000 |
|
|
|
1,606 |
|
|
|
3.58 |
% |
|
Other Borrowed Funds
|
|
|
2,246 |
|
|
|
26 |
|
|
|
1.55 |
% |
|
|
1,432 |
|
|
|
28 |
|
|
|
2.61 |
% |
|
Subordinated Debentures
|
|
|
10,310 |
|
|
|
245 |
|
|
|
3.18 |
% |
|
|
10,310 |
|
|
|
250 |
|
|
|
3.24 |
% |
|
Total Interest Bearing Liabilities
|
|
|
1,312,664 |
|
|
$ |
6,156 |
|
|
|
0.63 |
% |
|
|
1,257,781 |
|
|
$ |
7,356 |
|
|
|
0.78 |
% |
|
Interest Rate Spread
|
|
|
|
|
|
|
|
|
|
|
4.29 |
% |
|
|
|
|
|
|
|
|
|
|
4.55 |
% |
|
Demand Deposits (Non-Interest Bearing)
|
|
|
322,785 |
|
|
|
|
|
|
|
|
|
|
|
293,554 |
|
|
|
|
|
|
|
|
|
|
All Other Liabilities
|
|
|
31,646 |
|
|
|
|
|
|
|
|
|
|
|
31,108 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
1,667,095 |
|
|
|
|
|
|
|
|
|
|
|
1,582,443 |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity
|
|
|
180,225 |
|
|
|
|
|
|
|
|
|
|
|
170,542 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders' Equity
|
|
$ |
1,847,320 |
|
|
|
|
|
|
|
|
|
|
$ |
1,752,985 |
|
|
|
|
|
|
|
|
|
|
Impact of Non-Interest Bearing Deposits and Other Liabilities
|
|
|
|
|
|
|
|
0.15 |
% |
|
|
|
|
|
|
|
|
|
|
0.17 |
% |
|
Net Interest Income and Margin on Total Earning Assets
|
|
|
|
56,781 |
|
|
|
4.44 |
% |
|
|
|
|
|
|
57,076 |
|
|
|
4.72 |
% |
|
Tax Equivalent Adjustment
|
|
|
|
|
|
|
(1,010 |
) |
|
|
|
|
|
|
|
|
|
|
(1,071 |
) |
|
|
|
|
|
Net Interest Income
|
|
|
|
|
|
$ |
55,771 |
|
|
|
4.36 |
% |
|
|
|
|
|
$ |
56,005 |
|
|
|
4.64 |
% |
Notes: Yields on municipal securities have been calculated on a fully taxable equivalent basis. Loan interest income includes fee income and unearned discount in the amount of $1,506,000 and $714,000 for the nine months ended September 30, 2011 and 2010, respectively. Yields on securities available-for-sale are based on historical cost.
Farmers & Merchants Bancorp
Volume and Rate Analysis of Net Interest Revenue
(Rates on a Taxable Equivalent Basis)
(in thousands)
| |
|
Three Months Ended
Sept. 30, 2011 compared to Sept. 30, 2010 |
|
|
Nine Months Ended
Sept. 30, 2011 compared to Sept. 30, 2010 |
|
|
Interest Earning Assets
|
|
Volume
|
|
|
Rate
|
|
|
Net Chg.
|
|
|
Volume
|
|
|
Rate
|
|
|
Net Chg.
|
|
|
Interest Bearing Deposits with Banks
|
|
$ |
(4 |
) |
|
$ |
- |
|
|
$ |
(4 |
) |
|
$ |
(5 |
) |
|
$ |
4 |
|
|
$ |
(1 |
) |
|
Investment Securities Available for Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Agencies
|
|
|
56 |
|
|
|
(51 |
) |
|
|
5 |
|
|
|
617 |
|
|
|
(425 |
) |
|
|
192 |
|
|
Municipals - Non-Taxable
|
|
|
(13 |
) |
|
|
(1 |
) |
|
|
(14 |
) |
|
|
(50 |
) |
|
|
(5 |
) |
|
|
(55 |
) |
|
Mortgage Backed Securities
|
|
|
659 |
|
|
|
(308 |
) |
|
|
351 |
|
|
|
1,266 |
|
|
|
(1,126 |
) |
|
|
140 |
|
|
Other
|
|
|
1 |
|
|
|
(7 |
) |
|
|
(6 |
) |
|
|
3 |
|
|
|
(16 |
) |
|
|
(13 |
) |
|
Total Investment Securities Available for Sale
|
|
|
703 |
|
|
|
(367 |
) |
|
|
336 |
|
|
|
1,836 |
|
|
|
(1,572 |
) |
|
|
264 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipals - Non-Taxable
|
|
|
(52 |
) |
|
|
11 |
|
|
|
(41 |
) |
|
|
(152 |
) |
|
|
(13 |
) |
|
|
(165 |
) |
|
Mortgage Backed Securities
|
|
|
(10 |
) |
|
|
(2 |
) |
|
|
(12 |
) |
|
|
(35 |
) |
|
|
(1 |
) |
|
|
(36 |
) |
|
Other
|
|
|
2 |
|
|
|
(9 |
) |
|
|
(7 |
) |
|
|
5 |
|
|
|
(27 |
) |
|
|
(22 |
) |
|
Total Investment Securities Held to Maturity
|
|
|
(60 |
) |
|
|
- |
|
|
|
(60 |
) |
|
|
(182 |
) |
|
|
(41 |
) |
|
|
(223 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
214 |
|
|
|
82 |
|
|
|
296 |
|
|
|
97 |
|
|
|
(149 |
) |
|
|
(52 |
) |
|
Home Equity
|
|
|
(131 |
) |
|
|
(6 |
) |
|
|
(137 |
) |
|
|
(348 |
) |
|
|
(33 |
) |
|
|
(381 |
) |
|
Agricultural
|
|
|
45 |
|
|
|
(425 |
) |
|
|
(380 |
) |
|
|
178 |
|
|
|
(624 |
) |
|
|
(446 |
) |
|
Commercial
|
|
|
(24 |
) |
|
|
(120 |
) |
|
|
(144 |
) |
|
|
(219 |
) |
|
|
(374 |
) |
|
|
(593 |
) |
|
Consumer
|
|
|
(25 |
) |
|
|
(3 |
) |
|
|
(28 |
) |
|
|
(91 |
) |
|
|
29 |
|
|
|
(63 |
) |
|
Total Loans
|
|
|
79 |
|
|
|
(472 |
) |
|
|
(393 |
) |
|
|
(384 |
) |
|
|
(1,151 |
) |
|
|
(1,535 |
) |
|
Total Earning Assets
|
|
|
718 |
|
|
|
(839 |
) |
|
|
(121 |
) |
|
|
1,265 |
|
|
|
(2,760 |
) |
|
|
(1,495 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
|
|
|
8 |
|
|
|
2 |
|
|
|
10 |
|
|
|
29 |
|
|
|
(5 |
) |
|
|
24 |
|
|
Savings and Money Market
|
|
|
50 |
|
|
|
(127 |
) |
|
|
(77 |
) |
|
|
145 |
|
|
|
(463 |
) |
|
|
(318 |
) |
|
Time Deposits
|
|
|
(82 |
) |
|
|
(271 |
) |
|
|
(353 |
) |
|
|
(139 |
) |
|
|
(760 |
) |
|
|
(899 |
) |
|
Total Interest Bearing Deposits
|
|
|
(24 |
) |
|
|
(396 |
) |
|
|
(420 |
) |
|
|
35 |
|
|
|
(1,228 |
) |
|
|
(1,193 |
) |
|
Securities Sold Under Agreement to Repurchase
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Other Borrowed Funds
|
|
|
(1 |
) |
|
|
- |
|
|
|
(1 |
) |
|
|
12 |
|
|
|
(14 |
) |
|
|
(2 |
) |
|
Subordinated Debentures
|
|
|
- |
|
|
|
(6 |
) |
|
|
(6 |
) |
|
|
- |
|
|
|
(5 |
) |
|
|
(5 |
) |
|
Total Interest Bearing Liabilities
|
|
|
(25 |
) |
|
|
(402 |
) |
|
|
(427 |
) |
|
|
47 |
|
|
|
(1,247 |
) |
|
|
(1,200 |
) |
|
Total Change
|
|
$ |
743 |
|
|
$ |
(437 |
) |
|
$ |
306 |
|
|
$ |
1,218 |
|
|
$ |
(1,513 |
) |
|
$ |
(295 |
) |
Notes: Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total "net change". The above figures have been rounded to the nearest whole number.
3rd Quarter 2011 vs. 3rd Quarter 2010
Net interest income for the third quarter of 2011 increased 1.7% or $320,000 to $18.9 million. On a fully taxable equivalent basis, net interest income increased 1.6% and totaled $19.2 million for the third quarter of 2011. As more fully discussed below, the increase in net interest income was primarily due to growth in average earning assets, offset somewhat by a decrease in the net interest margin.
Net interest income on a taxable equivalent basis, expressed as a percentage of average total earning assets, is referred to as the net interest margin. For the quarter ended September 30, 2011, the Company’s net interest margin was 4.45% compared to 4.61% for the quarter ended September 30, 2010. This decrease in the net interest margin was primarily due to a decline in average loans as a percentage of average earning assets.
Loans, generally the Company’s highest earning assets, decreased $13.4 million as of September 30, 2011 compared to September 30, 2010. See “Financial Condition – Loans” for further discussion on this decrease. On an average balance basis, loans increased by $383,000 for the quarter ended September 30, 2011. Loans decreased from 72.8% of average earning assets at September 30, 2010 to 69.1% at September 30, 2011. As a result of the impact of decreases in market interest rates from mid-September 2007 through December 2008, and the continuing low rate environment since then, the year-to-date yield on the loan portfolio declined to 6.01% for the quarter ended September 30, 2011, compared to 6.14% for the quarter ended September 30, 2010. The decrease in the yield on those loan balances resulted in interest revenue from loans decreasing 2.14% to $17.9 million for quarter ended September 30, 2011. The Company has been experiencing aggressive competitor pricing for loans to which it may need to continue to respond in order to retain key customers. This could place even greater negative pressure on future loan yields and net interest margin.
The investment portfolio is the other main component of the Company’s earning assets. Since the risk factor for investments is typically lower than that of loans, the yield earned on investments is generally less than that of loans. Average investment securities totaled $485.1 million for the quarter ended September 30, 2011; an increase of $92.7 million compared to the average balance for the quarter ended September 30, 2010. Interest income on securities increased $276,000 to $3.2 million for the quarter ended September 30, 2011, compared to $2.9 million for the quarter ended September 30, 2010. The average investment portfolio yield, on a tax equivalent (TE) basis, was 2.7% for the quarter ended September 30, 2011, compared to 3.0% for the quarter ended September 30, 2010. This decrease in yield was due to: (1) the sale of higher yielding mortgage-backed securities during the first quarter of 2010; (2) the Company’s decision to shorten the maturities of new investment purchases to protect against future increases in market interest rates; and (3) a decline in market interest rates. See “Financial Condition – Investment Securities” for a discussion of the Company’s investment strategy in 2011. Net interest income on the Schedule of Year-to-Date Average Balances and Interest Rates is shown on a tax equivalent basis, which is higher than net interest income as reflected on the Consolidated Statement of Income because of adjustments that relate to income on securities that are exempt from federal income taxes.
Interest bearing deposits with banks and overnight investments in Federal Funds Sold are additional earning assets available to the Company. The FRB currently pays interest on the deposits that banks maintain in their FRB account, whereas historically banks had to sell these Federal Funds to other banks in order to earn interest. Since balances at the FRB are effectively risk free, the Company elected to maintain its excess cash at the FRB during the third quarter of 2011. These balances earn interest at the Fed Funds rate which has been 0.25% since December, 2008. Average interest bearing deposits with banks for the quarter ended September 30, 2011, was $44.2 million, a decrease of $6.6 million compared to the average balance for the quarter ended September 30, 2010.
Average interest-bearing liabilities increased $38.6 million or 3.1% during the third quarter of 2011 as compared to the third quarter of 2010. Of that increase: (1) interest-bearing deposits increased $38.6 million; (2) securities sold under agreement to repurchase remained unchanged (see “Financial Condition - Securities Sold Under Agreement to Repurchase”); (3) Federal Home Loan Bank (“FHLB”) Advances decreased $60,000 (see “Financial Condition – Federal Home Loan Bank Advances and Federal Reserve Bank Borrowings”); and (4) subordinated debt remained unchanged.
The $38.6 million increase in average interest-bearing deposits was primarily in interest bearing DDA and savings and money market, which grew $79.6 million since the third quarter of 2010, as higher cost time deposits decreased by $41.0 million. See “Financial Condition – Deposits” for a discussion of trends in the Company’s deposit base. Total interest expense on deposits was $1.3 million for the third quarter of 2011 as compared to $1.8 million for the third quarter of 2010. As a result of the impact of decreases in market interest rates from mid September 2007 through December 2008, and the continuing low rate environment since then, the average rate paid on interest-bearing deposits declined to 0.43% for the third quarter of 2011 from 0.59% for the third quarter of 2010. The Company anticipates that this decline in deposit rates, if any, will be much more modest in future quarters.
Section 627 of the Dodd-Frank Act repealed Regulation Q effective July 21, 2011, thereby eliminating the prohibition on the payment of interest on demand deposits. The impact of this change on the Company’s future cost of deposits, particularly business checking accounts, remains to be seen.
Nine Months Ending September 30, 2011 vs. Nine Months Ending September 30, 2010
During the first nine months of 2011, net interest income decreased 0.4% to $55.8 million, compared to $56.0 million at September 30, 2010. On a fully taxable equivalent basis, net interest income decreased 0.5% and totaled $56.8 million at September 30, 2011, compared to $57.1 million at September 30, 2010. The decrease in net interest income was primarily due to a decrease in the net interest margin, offset somewhat by growth in average earning assets.
For the nine months ended September 30, 2011, the Company’s net interest margin was 4.44% compared to 4.72% for the same period in 2010. The decrease in net interest margin was primarily due to a decrease in average loans as a percentage of average earning assets.
The average balance of loans decreased by $9.1 million for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The yield on the loan portfolio decreased 13 basis points to 6.03% for the nine months ended September 30, 2011 compared to 6.16% for the nine months ended September 30, 2010. This decrease in yield, along with the decrease in average balances, resulted in interest income from loans decreasing 2.8% or $1.5 million for the first nine months of 2011.
Average investment securities were $500.8 million for the nine months ended September 30, 2011 compared to $393.9 million for the same period in 2010. The average yield (TE) for the nine months ended September 30, 2011 was 2.64% compared to 3.35% for the nine months ended September 30, 2010. The increase in volume was partially offset by the decrease in yield, resulting in an increase in interest income of $41,000 or 0.4%, for the nine months ended September 30, 2011.
Interest bearing deposits with banks and overnight investments in Federal Funds Sold are additional earning assets available to the Company. The FRB currently pays interest on the deposits that banks maintain in their FRB account, whereas historically banks had to sell these Federal Funds to other banks in order to earn interest. Since balances at the FRB are effectively risk free, the Company elected to maintain its excess cash at the FRB during the third quarter of 2011. These balances earn interest at the Fed Funds rate which has been 0.25% since December, 2008. Average interest bearing deposits with banks for the nine months ended September 30, 2011, was $35.9 million, a decrease of $2.6 million compared to the average balance for the nine months ended September 30, 2010.
Average interest-bearing liabilities increased $54.9 million or 4.4% since September 30, 2010. Of that increase: (1) interest-bearing deposits increased $54.1 million; (2) FHLB Advances increased $814,000; (3) securities sold under agreement to repurchase and subordinated debt remained unchanged.
The $54.1 million increase in average interest-bearing deposits was primarily in interest bearing DDA and savings and money market, which grew $75.8 million since the third quarter of 2010, as higher cost time deposits decreased by $21.8 million. See “Financial Condition – Deposits” for a discussion of trends in the Company’s deposit base. Total interest expense on deposits was $4.3 million for the first nine months of 2011 as compared to $5.5 million for the first nine months of 2010. The average rate paid on interest-bearing deposits was 0.46% in the first nine months of 2011 and 0.62% in the first nine months of 2010. In September 2007 the FRB began lowering short-term market interest rates and has continued to keep these rates very low. Since most of the Company’s interest bearing deposits are priced off of short-term market rates, the Company is benefiting from the impact of these lower market rates. The Company anticipates that this decline in deposit rates, if any, will be much more modest in future quarters.
Provision and Allowance for Loan Losses
As a financial institution that assumes lending and credit risks as a principal element of its business, credit losses will be experienced in the normal course of business. The Company has established credit management policies and procedures that govern both the approval of new loans and the monitoring of the existing portfolio. The Company manages and controls credit risk through comprehensive underwriting and approval standards, dollar limits on loans to one borrower, and by restricting loans made primarily to its principal market area where management believes it is best able to assess the applicable risk. Additionally, management has established guidelines to ensure the diversification of the Company’s credit portfolio such that even within key portfolio sectors such as real estate or agriculture, the portfolio is diversified across factors such as location, building type, crop type, etc. See “Item 7A. Quantitative and Qualitative Disclosures About Market Risk – Credit Risk” of the Company’s 2010 Annual Report on Form 10-K. Management reports regularly to the Board of Directors regarding trends and conditions in the loan portfolio and regularly conducts credit reviews of individual loans. Loans that are performing but have shown some signs of weakness are subjected to more stringent reporting and oversight.
Allowance for Loan Losses
The allowance for loan losses is an estimate of credit losses inherent in the Company's loan portfolio as of the balance-sheet date. The allowance is established through a provision for loan losses which is charged to expense. Additions to the allowance are expected to maintain the adequacy of the total allowance after credit losses and loan growth. Credit exposures determined to be uncollectible are charged against the allowance. Cash received on previously charged off amounts is recorded as a recovery to the allowance. The overall allowance consists of two primary components, specific reserves related to impaired loans and general reserves for inherent losses related to loans that are not impaired.
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. Loans determined to be impaired are individually evaluated for impairment. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, it may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is collateral dependent if the repayment of the loan is expected to be provided solely by the underlying collateral.
A restructuring of a loan constitutes a troubled debt restructuring (TDR) if the Company for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. Loans that are reported as TDRs are considered impaired and measured for impairment as described above.
Generally, the Company will not restructure loans for customers unless: (1) the existing loan is brought current as to principal and interest payments; and (2) the restructured loan can be underwritten to reasonable underwriting standards. If these standards are not met, other actions will be pursued (e.g., foreclosure) to collect outstanding loan amounts. After restructure, a determination is made whether the loan will be kept on accrual status based upon the underwriting of the restructured credit.
The determination of the general reserve for loans that are not impaired is based on estimates made by management, to include, but not limited to, consideration of historical losses by portfolio segment, internal asset classifications, and qualitative factors to include economic trends in the Company's service areas, industry experience and trends, geographic concentrations, estimated collateral values, the Company's underwriting policies, the character of the loan portfolio, and probable losses inherent in the portfolio taken as a whole.
The Company maintains a separate allowance for each portfolio segment (loan type). These portfolio segments include: (1) commercial real estate; (2) agricultural real estate; (3) real estate construction (including land and development loans); (4) residential 1st mortgages; (5) home equity; (6) agricultural; (7) commercial; and (8) consumer & other. See “Financial Condition – Loans” for examples of loans made by the Company. The allowance for loan losses attributable to each portfolio segment, which includes both impaired loans and loans that are not impaired, is combined to determine the Company's overall allowance, which is included on the consolidated balance sheet.
The Company assigns a risk rating to all loans and periodically performs detailed reviews of all such loans over a certain threshold to identify credit risks and to assess the overall collectability of the portfolio. During these internal reviews, management monitors and analyzes the financial condition of borrowers and guarantors, trends in the industries in which borrowers operate and the fair values of collateral securing these loans. These credit quality indicators are used to assign a risk rating to each individual loan. These risk ratings are also subject to examination by independent specialists engaged by the Company. The risk ratings can be grouped into five major categories, defined as follows:
Pass – A pass loan is a strong credit with no existing or known potential weaknesses deserving of management's close attention.
Special Mention – A special mention loan has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Company's credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Substandard – A substandard loan is not adequately protected by the current financial condition and paying capacity of the borrower or the value of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Well-defined weaknesses include a project's lack of marketability, inadequate cash flow or collateral support, failure to complete construction on time or the project's failure to fulfill economic expectations. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable or improbable.
Loss – Loans classified as loss are considered uncollectible. Once a loan becomes delinquent and repayment becomes questionable, the Company will address collateral shortfalls with the borrower and attempt to obtain additional collateral. If this is not forthcoming and payment in full is unlikely, the Bank will estimate its probable loss and immediately charge-off some or all of the balance.
The general reserve component of the allowance for loan losses also consists of reserve factors that are based on management's assessment of the following for each portfolio segment: (1) inherent credit risk; (2) historical losses; and (3) other qualitative factors. These reserve factors are inherently subjective and are driven by the repayment risk associated with each portfolio segment described below:
Commercial Real Estate – Commercial real estate mortgage loans generally possess a higher inherent risk of loss than other real estate portfolio segments, except land and construction loans. Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for properties to produce sufficient cash flow to service debt obligations.
Agricultural Real Estate and Agricultural – Loans secured by crop production, livestock and related real estate are vulnerable to two risk factors that are largely outside the control of Company and borrowers: commodity prices and weather conditions.
Real Estate Construction – Real Estate Construction loans, including land loans, generally possess a higher inherent risk of loss than other real estate portfolio segments. A major risk arises from the necessity to complete projects within specified cost and time lines. Trends in the construction industry significantly impact the credit quality of these loans, as demand drives construction activity. In addition, trends in real estate values significantly impact the credit quality of these loans, as property values determine the economic viability of construction projects.
Commercial – Commercial loans generally possess a lower inherent risk of loss than real estate portfolio segments because these loans are generally underwritten to existing cash flows of operating businesses. Debt coverage is provided by business cash flows and economic trends influenced by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans.
Residential 1st Mortgages and Home Equity – The degree of risk in residential real estate lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower's ability to repay in an orderly fashion. These loans generally possess a lower inherent risk of loss than other real estate portfolio segments, although this is not always true as evidenced over the past several years. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers' capacity to repay their obligations may be deteriorating.
Consumer & Other – A consumer installment loan portfolio is usually comprised of a large number of small loans scheduled to be amortized over a specific period. Most installment loans are made for consumer purchases. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers' capacity to repay their obligations may be deteriorating.
In addition, the Company's and Bank's regulators, including the FRB, DFI and FDIC, as an integral part of their examination process, review the adequacy of the allowance. These regulatory agencies may require additions to the allowance based on their judgment about information available at the time of their examinations.
Provision for Loan Losses
Changes in the provision for loan losses between years are the result of management’s evaluation, based upon information currently available, of the adequacy of the allowance for loan losses relative to factors such as the credit quality of the loan portfolio, loan growth, current loan losses, and the prevailing economic climate and its effect on borrowers’ ability to repay loans in accordance with the terms of the notes.
The Central Valley of California has been one of the hardest hit areas in the country during this recession. Housing prices in many areas are down as much as 60% and the economic stress has spread from residential real estate to other industry segments such as autos and commercial real estate. Unemployment levels remain above 15% in some areas. Accordingly, during the second quarter of 2009, management and the Board of Directors began significantly increasing the Company’s loan loss allowance and as of September 30, 2011, the balance was $33.0 million or 2.79% of total loans. As of September 30, 2010, the allowance for loan losses was $32.0 million, which represented 2.68% of total loans. Although, in management’s opinion, the Company’s levels of net charge-offs and non-performing assets as of September 30, 2011, compare favorably to most of our peers at the present time, no significant recovery has yet begun in our local markets and this has resulted in continuing borrower stress.
The provision for loan losses totaled $5.3 million for the first nine months of 2011 compared to $10.5 million for the first nine months of 2010. Net charge-offs through September 30, 2011 were $4.6 million compared to $8.4 million in the first nine months of 2010. Net charge-offs represented 0.4% of average loans at September 30, 2011, a level that, in management’s opinion, compares favorably to most of the Company’s peers at the present time. See “Overview – Looking Forward: 2010 and Beyond”, “Critical Accounting Policies and Estimates – Allowance for Loan Losses” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk-Credit Risk” located in the Company’s 2010 Annual Report on Form 10-K.
After reviewing all factors above, based upon information currently available, management concluded that the allowance for loan losses as of September 30, 2011, was adequate.
| |
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
(in thousands)
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Balance at Beginning of Period
|
|
$ |
32,942 |
|
|
$ |
31,403 |
|
|
$ |
32,261 |
|
|
$ |
29,813 |
|
|
Provision Charged to Expense
|
|
|
900 |
|
|
|
1,315 |
|
|
|
5,350 |
|
|
|
10,550 |
|
|
Recoveries of Loans Previously Charged Off
|
|
|
24 |
|
|
|
39 |
|
|
|
83 |
|
|
|
160 |
|
|
Loans Charged Off
|
|
|
(903 |
) |
|
|
(751 |
) |
|
|
(4,731 |
) |
|
|
(8,517 |
) |
|
Balance at End of Period
|
|
$ |
32,963 |
|
|
$ |
32,006 |
|
|
$ |
32,963 |
|
|
$ |
32,006 |
|
The table below breaks out current quarter and year-to-date activity by portfolio segment (in thousands).
|
September 30, 2011
|
|
Commercial
Real Estate
|
|
|
Agricultural
Real Estate
|
|
|
Real Estate
Construction
|
|
|
Residential
1st Mortgages
|
|
|
Home
Equity
|
|
|
Agricultural
|
|
|
Commercial
|
|
|
Consumer
& Other
|
|
|
Unallocated
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-To-Date Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance- January 1, 2011
|
|
$ |
7,631 |
|
|
$ |
1,539 |
|
|
$ |
2,160 |
|
|
$ |
1,164 |
|
|
$ |
3,724 |
|
|
$ |
6,733 |
|
|
$ |
9,084 |
|
|
$ |
216 |
|
|
$ |
10 |
|
|
$ |
32,261 |
|
|
Charge-Offs
|
|
|
(25 |
) |
|
|
(384 |
) |
|
|
- |
|
|
|
(398 |
) |
|
|
(701 |
) |
|
|
(2,750 |
) |
|
|
(324 |
) |
|
|
(149 |
) |
|
|
- |
|
|
|
(4,731 |
) |
|
Recoveries
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
|
|
11 |
|
|
|
10 |
|
|
|
14 |
|
|
|
45 |
|
|
|
- |
|
|
|
83 |
|
|
Provision
|
|
|
(1,790 |
) |
|
|
1,233 |
|
|
|
196 |
|
|
|
341 |
|
|
|
497 |
|
|
|
2,646 |
|
|
|
738 |
|
|
|
80 |
|
|
|
1,409 |
|
|
|
5,350 |
|
|
Ending Balance- September 30, 2011
|
|
$ |
5,816 |
|
|
$ |
2,388 |
|
|
$ |
2,356 |
|
|
$ |
1,110 |
|
|
$ |
3,531 |
|
|
$ |
6,639 |
|
|
$ |
9,512 |
|
|
$ |
192 |
|
|
$ |
1,419 |
|
|
$ |
32,963 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter Allowance for Credit Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance- July 1, 2011
|
|
$ |
5,726 |
|
|
$ |
2,813 |
|
|
$ |
2,362 |
|
|
$ |
1,198 |
|
|
$ |
3,450 |
|
|
$ |
6,284 |
|
|
$ |
10,794 |
|
|
$ |
252 |
|
|
$ |
63 |
|
|
$ |
32,942 |
|
|
Charge-Offs
|
|
|
(12 |
) |
|
|
(384 |
) |
|
|
- |
|
|
|
(58 |
) |
|
|
(239 |
) |
|
|
- |
|
|
|
(148 |
) |
|
|
(62 |
) |
|
|
- |
|
|
|
(903 |
) |
|
Recoveries
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
5 |
|
|
|
- |
|
|
|
5 |
|
|
|
14 |
|
|
|
- |
|
|
|
24 |
|
|
Provision
|
|
|
102 |
|
|
|
(41 |
) |
|
|
(6 |
) |
|
|
(30 |
) |
|
|
315 |
|
|
|
355 |
|
|
|
(1,139 |
) |
|
|
(12 |
) |
|
|
1,356 |
|
|
|
900 |
|
|
Ending Balance- September 30, 2011
|
|
$ |
5,816 |
|
|
$ |
2,388 |
|
|
$ |
2,356 |
|
|
$ |
1,110 |
|
|
$ |
3,531 |
|
|
$ |
6,639 |
|
|
$ |
9,512 |
|
|
$ |
192 |
|
|
$ |
1,419 |
|
|
$ |
32,963 |
|
Overall, the Allowance for Credit Losses as of September 30, 2011 increased $21,000 over June 30, 2011 and now totals 2.79% of total loans. Although the total allowance for credit losses remained relatively the same between quarters, the Company’s loan loss analysis process can result in changes in allowance allocations between portfolio segments as the risk profiles and balance levels change for those segments. See “Management’s Discussion and Analysis – Financial Condition – Classified Loans and Non-Performing Assets” for further discussion regarding the economic climate in general in the central valley of California.
See “Note 3. Allowance for Loan Losses” for additional details regarding the provision and allowance for loan losses.
Non-Interest Income
Non-interest income includes: (1) service charges and fees from deposit accounts; (2) net gains and losses from investment securities; (3) increases in the cash surrender value of bank owned life insurance; (4) debit card and ATM fees; (5) net gains and losses on non-qualified deferred compensation plan investments; and (6) fees from other miscellaneous business services.
3rd Quarter 2011 vs. 3rd Quarter 2010
Non-interest income decreased $2.5 million or 58.9% for the three months ended September 30, 2011, compared to the same period of 2010. This decrease was due to: (1) a loss of $1.2 million on deferred compensation investments for the third quarter of 2011 when compared to a gain of $998,000 for the third quarter of 2010, and (2) a $324,000 decrease in service charges on deposit accounts, primarily NSF/OD fees.
Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income.
Nine Months Ending September 30, 2011 vs. Nine Months Ending September 30, 2010
Non-interest income decreased $5.0 million or 38.1% for the nine months ended September 30, 2011 compared to the same period of 2010. This decrease was comprised of: (1) no gain on sale of investment securities during the first nine months of 2011 as compared to a $2.9 million gain during the same period in 2010; (2) a loss of $808,000 on deferred compensation investments for the first nine months of 2011 when compared to a gain of $463,000 for the same period of 2010; and (3) a $868,000 decrease in service charges on deposit accounts, primarily NSF/OD fees. These decreases were partially offset by a $148,000 increase in debit card and ATM fees.
Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income.
Non-Interest Expense
Non-interest expense for the Company includes expenses for: (1) salaries and employee benefits; (2) net gains and losses on non-qualified deferred compensation plan investments; (3) occupancy; (4) equipment; (5) ORE holding costs; (6) deposit insurance; (7) supplies; (8) legal fees; (9) professional services; (10) data processing; (11) marketing; and (12) other miscellaneous expenses.
3rd Quarter 2011 vs. 3rd Quarter 2010
Non-interest expense decreased $1.8 million or 15.6% for the three months ended September 30, 2011, compared to the same period of 2010. This decrease was primarily comprised of: (1) a $1.2 million loss on deferred compensation investments for the third quarter of 2011 when compared to a gain of $998,000 for the third quarter of 2010; and (2) a $260,000 decrease in FDIC insurance premiums. These decreases were partially offset by a $445,000 increase in salaries & employee benefits, primarily due to officer raises that were effective April 1, 2011.
Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income.
Nine Months Ending September 30, 2011 vs. Nine Months Ending September 30, 20010
Non-interest expense decreased $339,000 or 1.0% for the nine months ended September 30, 2011, compared to the same period of 2010. This decrease was primarily comprised of: (1) a $808,000 loss on deferred compensation investment during the first nine months of 2011 as compared to a gain of $463,000 during the same period in 2010; and (2) a $578,000 decrease in FDIC insurance premiums. These decreases were partially offset by: (1) a $814,000 increase in salaries & employee benefits, primary due to officer raises that were effective April 1, 2011; and (2) a $493,000 increase in ORE holding costs.
Balances in non-qualified deferred compensation plans may be invested in financial instruments whose market value fluctuates based upon trends in interest rates and stock prices. Although Generally Accepted Accounting Principles require these investment gains/losses be recorded in non-interest income, an offsetting entry is also required to be made to non-interest expense resulting in no effect on the Company’s net income.
Income Taxes
The provision for income taxes decreased to $3.7 million for the third quarter of 2011. The Company’s effective tax rate decreased for the third quarter of 2011 and was 37.0% compared to 37.5% for the same period in 2010.
The provision for income taxes increased 0.3% to $9.5 million for the first nine months of 2011. The Company’s effective tax rate decreased for the first nine months of 2011 and was 36.4% compared to 36.8% for the same period in 2010.
The Company’s effective tax rate fluctuates from quarter to quarter due primarily to changes in the mix of taxable and tax-exempt earning sources. The effective rates were lower than the statutory rate of 42% due primarily to benefits regarding the cash surrender value of life insurance; California enterprise zone interest income exclusion; and tax-exempt interest income on municipal securities and loans.
Current tax law causes the Company’s current taxes payable to approximate or exceed the current provision for taxes on the income statement. Three provisions have had a significant effect on the Company’s current income tax liability: (1) the restrictions on the deductibility of loan losses; (2) deductibility of retirement and other long-term employee benefits only when paid; and (3) the statutory deferral of deductibility of California franchise taxes on the Company’s federal return.
Financial Condition
This section discusses material changes in the Company’s balance sheet for the nine-month period ending September 30, 2011 as compared to the year ended December 31, 2010 and to the nine-month period ending September 30, 2010. As previously discussed (see “Overview”) the Company’s financial condition is influenced by the seasonal banking needs of its agricultural customers.
Investment Securities and Federal Funds Sold
The investment portfolio provides the Company with an income alternative to loans. The debt securities in the Company’s investment portfolio have historically been comprised primarily of Mortgage-backed securities issued by federal government-sponsored entities, U.S. Government Agencies and high grade bank-qualified municipals.
The Company’s investment portfolio at September 30, 2011 was $491.6 million, a decrease of $8.1 million since December 31, 2010 and an increase of $72.6 million since September 30, 2010. The investment portfolio has increased over the past year as deposit growth has exceeded loan growth. The mix of the investment portfolio has changed over the past two years. To protect against future increases in market interest rates, the Company has reduced the weighted average maturity on its investment portfolio by selling primarily longer term (30 year) mortgage-backed securities and reinvesting in lower yielding, shorter term U.S. agency securities and shorter term (10, 15, and 20 year) mortgage-backed securities.
The Company's total investment portfolio currently represents 26.1% of the Company’s total assets as compared to 27.1% at December 31, 2010 and 23.6% at September 30, 2010.
As of September 30, 2011 the Company held $65.9 million of municipal investments, of which $51.4 million were bank-qualified municipal bonds, all classified as held-to-maturity. No purchases of bank-qualified municipal bonds have been made for several years, but the continuing financial problems being experienced by certain municipalities, along with the financial stresses exhibited by some of the large monoline bond insurers, have increased the overall risk associated with bank-qualified municipal bonds. As of September 30, 2011 over eighty percent of the Company’s bank-qualified municipal bonds have an underlying credit rating, and all of these ratings are “investment grade.” For those bonds in the portfolio that are not rated, the Company monitors the status of these issuers and at the current time does not believe any of them to be exhibiting financial problems that could result in a loss in any individual security.
Not included in the investment portfolio are interest bearing deposits with banks and overnight investments in Federal Funds Sold. The FRB currently pays interest on the deposits that banks maintain in their FRB accounts, whereas historically banks had to sell these Federal Funds to other banks in order to earn interest. Since balances at the FRB are effectively risk free, the Company elected to maintain its excess cash at the FRB during the first nine months of 2011. Average interest bearing deposits with banks for the nine-months ended September 30, 2011, was $35.9 million compared to $38.5 million for the nine-months ended September 30, 2010.
The Company classifies its investments as held-to-maturity, trading or available-for-sale. Securities are classified as held-to-maturity and are carried at amortized cost when the Company has the intent and ability to hold the securities to maturity. Trading securities are securities acquired for short-term appreciation and are carried at fair value, with unrealized gains and losses recorded in non-interest income. As of September 30, 2011, December 31, 2010 and September 30, 2010 there were no securities in the trading portfolio. Securities classified as available-for-sale include securities which may be sold to effectively manage interest rate risk exposure, prepayment risk, satisfy liquidity demands and other factors. These securities are reported at fair value with aggregate, unrealized gains or losses excluded from income and included as a separate component of shareholders’ equity, net of related income taxes.
Loans
Loans can be categorized by borrowing purpose and use of funds. Common examples of loans made by the Company include:
Commercial and Agricultural Real Estate - These are loans secured by farmland, commercial real estate, multifamily residential properties, and other non-farm, non-residential properties within our market area. Commercial mortgage term loans can be made if the property is either income producing or scheduled to become income producing based upon acceptable pre-leasing, and the income will be the Bank's primary source of repayment for the loan. Loans are made both on owner occupied and investor properties; generally do not exceed 15 years (and may have pricing adjustments on a shorter timeframe); have debt service coverage ratios of 1.00 or better with a target of greater than 1.20; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.
Real Estate Construction - These are loans for development and construction (the Company generally requires the borrower to fund the land acquisition) and are secured by commercial or residential real estate. These loans are generally made only to experienced local developers with whom the Bank has a successful track record; for projects in our service area; with LTV’s below 75%; and where the property can be developed and sold within 2 years. Commercial construction loans are made only when there is a written take-out commitment from the Bank or an acceptable financial institution or government agency. Most acquisition, development and construction loans are tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan.
Residential 1st Mortgages - These are 1st lien position loans primarily made on owner occupied residences; generally underwritten to income and LTV guidelines similar to those used by FNMA and FHLMC; however, we will make loans on rural residential properties: (1) up to 39 acres; and (2) that are agricultural income producing. Most residential loans have terms from ten to twenty years and carry fixed rates priced off of treasury rates. The Company has always underwritten mortgage loans based upon traditional underwriting criteria and does not make loans that are known in the industry as “subprime,” “no or low doc,” or “stated income.”
Home Equity - These are primarily junior lien position loans made to individuals for home improvements and other personal needs. Generally, amounts do not exceed $250,000; CLTV’s do not exceed 80%; FICO scores are at or above 670; and Total Debt Ratios do not exceed 45%. In some situations the Company is in a 1st lien position.
Agricultural - These are loans and lines of credit made to farmers to finance agricultural production. Lines of credit are extended to finance the seasonal needs of farmers during peak growing periods; are usually established for periods no longer than 12 to 24 months; are often secured by general filing liens on livestock, crops, crop proceeds and equipment; and are most often tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a processing plant, or orchard/vineyard development; have maturities from five to seven years; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.
Commercial - These are loans and lines of credit to businesses that are sole proprietorships, partnerships, LLC’s and corporations. Lines of credit are extended to finance the seasonal working capital needs of customers during peak business periods; are usually established for periods no longer than 12 to 24 months; are often secured by general filing liens on accounts receivable, inventory and equipment; and are most often tied to the prime rate with an appropriate spread based on the amount of perceived risk in the loan. Term loans are primarily made for the financing of equipment, expansion or modernization of a plant or purchase of a business; have maturities from five to seven years; and fixed rates that are most often tied to treasury indices with an appropriate spread based on the amount of perceived risk in the loan.
Consumer - These are loans to individuals for personal use, and primarily include loans to purchase automobiles or recreational vehicles, and unsecured lines of credit. The Company has a very minimal consumer loan portfolio, and loans are primarily made as an accommodation to deposit customers.
Each loan type involves risks specific to the: (1) borrower; (2) collateral; and (3) loan structure. See “Results of Operations - Provision and Allowance for Loan Losses” for a more detailed discussion of risks by loan type. The Company’s current underwriting policies and standards are designed to mitigate the risks involved in each loan type. The Company’s policies require that loans are approved only to those borrowers exhibiting a clear source of repayment and the ability to service existing and proposed debt. The Company’s underwriting procedures for all loan types require careful consideration of the borrower, the borrower’s financial condition, the borrower’s management capability, the borrower’s industry, and the economic environment affecting the loan.
Most loans made by the Company are secured, but collateral is the secondary or tertiary source of repayment; cash flow is our primary source of repayment. The quality and liquidity of collateral are important and must be confirmed before the loan is made.
In order to be responsive to borrower needs, the Company prices loans: (1) on both a fixed rate and adjustable rate basis; (2) over different terms; and (3) based upon different rate indices; as long as these structures are consistent with the Company’s interest rate risk management policies and procedures (see Item 3. Quantitative and Qualitative Disclosures About Market Risk-Interest Rate Risk).
The Company's loan portfolio at September 30, 2011 decreased $13.4 million or 1.1% from September 30, 2010 and increased $1.5 million or 0.1% from December 31, 2010, largely a reflection of the continue slowdown in the overall economy which has affected commercial real estate and real estate construction loan demand. The following table sets forth the distribution of the loan portfolio by type and percent as of the periods indicated.
|
Loan Portfolio
|
|
September 30, 2011
|
|
|
December 31, 2010
|
|
|
September 30, 2010
|
|
|
(in thousands)
|
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
|
$ |
|
|
|
|
% |
|
Commercial Real Estate
|
|
$ |
302,980 |
|
|
|
25.7 |
% |
|
$ |
318,341 |
|
|
|
27.0 |
% |
|
$ |
317,811 |
|
|
|
26.7 |
% |
|
Agricultural Real Estate
|
|
|
284,149 |
|
|
|
24.1 |
% |
|
|
254,575 |
|
|
|
21.6 |
% |
|
|
253,059 |
|
|
|
21.2 |
% |
|
Real Estate Construction
|
|
|
28,979 |
|
|
|
2.5 |
% |
|
|
37,486 |
|
|
|
3.2 |
% |
|
|
40,510 |
|
|
|
3.4 |
% |
|
Residential 1st Mortgages
|
|
|
104,130 |
|
|
|
8.8 |
% |
|
|
103,574 |
|
|
|
8.8 |
% |
|
|
104,874 |
|
|
|
8.8 |
% |
|
Home Equity
|
|
|
52,451 |
|
|
|
4.4 |
% |
|
|
58,971 |
|
|
|
5.0 |
% |
|
|
61,333 |
|
|
|
5.1 |
% |
|
Agricultural
|
|
|
219,670 |
|
|
|
18.6 |
% |
|
|
231,150 |
|
|
|
19.6 |
% |
|
|
229,330 |
|
|
|
19.2 |
% |
|
Commercial
|
|
|
180,329 |
|
|
|
15.3 |
% |
|
|
165,263 |
|
|
|
14.0 |
% |
|
|
177,382 |
|
|
|
14.9 |
% |
|
Consumer & Other
|
|
|
6,879 |
|
|
|
0.6 |
% |
|
|
8,712 |
|
|
|
0.8 |
% |
|
|
8,631 |
|
|
|
0.7 |
% |
|
Total Gross Loans
|
|
|
1,179,567 |
|
|
|
100.0 |
% |
|
|
1,178,072 |
|
|
|
100.0 |
% |
|
|
1,192,930 |
|
|
|
100.0 |
% |
|
Less: Unearned Income
|
|
|
2,062 |
|
|
|
|
|
|
|
2,070 |
|
|
|
|
|
|
|
2,058 |
|
|
|
|
|
|
Subtotal
|
|
|
1,177,505 |
|
|
|
|
|
|
|
1,176,002 |
|
|
|
|
|
|
|
1,190,872 |
|
|
|
|
|
|
Less: Allowance for Loan Losses
|
|
|
32,963 |
|
|
|
|
|
|
|
32,261 |
|
|
|
|
|
|
|
32,006 |
|
|
|
|
|
|
Net Loans
|
|
$ |
1,144,542 |
|
|
|
|
|
|
$ |
1,143,741 |
|
|
|
|
|
|
$ |
1,158,866 |
|
|
|
|
|
Classified Loans and Non-Performing Assets
All loans are assigned a credit risk grade using grading standards developed by bank regulatory agencies. The Company utilizes the services of a third-party independent loan review firm to perform evaluations of individual loans and review the credit risk grades the Company places on loans. Loans that are judged to exhibit a higher risk profile are referred to as “classified loans”, and these loans receive increased management attention. As of September 30, 2011, classified loans totaled $44.6 million compared to $40.0 million at December 31, 2010 and $48.7 million at September 30, 2010.
The following table shows the loan portfolio allocated by management’s internal risk ratings at September 30, 2011 and December 31, 2010. There were no loans outstanding at September 30, 2011 and December 31, 2010 rated doubtful or loss. (in thousands)
|
September 30, 2011
|
|
Pass
|
|
|
Special
Mention
|
|
|
Substandard
|
|
|
Total Loans
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
$ |
260,662 |
|
|
$ |
15,482 |
|
|
$ |
24,774 |
|
|
$ |
300,918 |
|
|
Agricultural Real Estate
|
|
|
259,428 |
|
|
|
19,315 |
|
|
|
5,406 |
|
|
|
284,149 |
|
|
Real Estate Construction
|
|
|
20,781 |
|
|
|
3,217 |
|
|
|
4,981 |
|
|
|
28,979 |
|
|
Residential 1st Mortgages
|
|
|
101,230 |
|
|
|
1,503 |
|
|
|
1,397 |
|
|
|
104,130 |
|
|
Home Equity
|
|
|
51,559 |
|
|
|
- |
|
|
|
892 |
|
|
|
52,451 |
|
|
Agricultural
|
|
|
202,323 |
|
|
|
12,285 |
|
|
|
5,062 |
|
|
|
219,670 |
|
|
Commercial
|
|
|
172,702 |
|
|
|
5,971 |
|
|
|
1,656 |
|
|
|
180,329 |
|
|
Consumer & Other
|
|
|
6,479 |
|
|
|
- |
|
|
|
400 |
|
|
|
6,879 |
|
|
Total
|
|
$ |
1,075,164 |
|
|
$ |
57,773 |
|
|
$ |
44,568 |
|
|
$ |
1,177,505 |
|
|
December 31, 2010
|
|
Pass
|
|
|
Special
Mention
|
|
|
Substandard
|
|
|
Total Loans
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Real Estate
|
|
$ |
281,868 |
|
|
$ |
9,846 |
|
|
$ |
24,557 |
|
|
$ |
316,271 |
|
|
Agricultural Real Estate
|
|
|
237,127 |
|
|
|
14,563 |
|
|
|
2,885 |
|
|
|
254,575 |
|
|
Real Estate Construction
|
|
|
27,734 |
|
|
|
3,217 |
|
|
|
6,535 |
|
|
|
37,486 |
|
|
Residential 1st Mortgages
|
|
|
100,709 |
|
|
|
1,099 |
|
|
|
1,766 |
|
|
|
103,574 |
|
|
Home Equity
|
|
|
58,632 |
|
|
|
- |
|
|
|
339 |
|
|
|
58,971 |
|
|
Agricultural
|
|
|
218,165 |
|
|
|
11,521 |
|
|
|
1,464 |
|
|
|
231,150 |
|
|
Commercial
|
|
|
160,045 |
|
|
|
2,965 |
|
|
|
2,253 |
|
|
|
165,263 |
|
|
Consumer & Other
|
|
|
8,498 |
|
|
|
- |
|
|
|
214 |
|
|
|
8,712 |
|
|
Total
|
|
$ |
1,092,778 |
|
|
$ |
43,211 |
|
|
$ |
40,013 |
|
|
$ |
1,176,002 |
|
Increases of $19.1 million in special mention and substandard loans since December 31, 2010 occurred substantially in the agricultural, and agricultural real estate categories. This change was primarily due to stresses in the dairy industry from the cumulative impact of a combination of: (1) low milk prices during 2009 and the first nine months of 2010 (prices have improved substantially over the past 12 months); and (2) high feed prices.
Classified loans with higher levels of credit risk can be further designated as “impaired” loans. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the original agreement. Impaired loans are either: (1) non-accrual loans; or (2) restructured loans that are still performing (i.e., accruing interest).
See “Note 3. Allowance for Loan Losses” and “Results of Operations - Provision and Allowance for Loan Losses” for additional details regarding provisions, charge-offs, and allowances associated with the Company’s classified loans.
Non-Accrual Loans - Accrual of interest on loans is generally discontinued when a loan becomes contractually past due by 90 days or more with respect to interest or principal. When loans are 90 days past due, but in management's judgment are well secured and in the process of collection, they may not be classified as non-accrual. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. As of September 30, 2011, non-accrual loans totaled $4.7 million, a decrease of $644,000 over December 31, 2010. There were no loans past due 90 days or more that were accruing.
Restructured Loans - A restructuring of a loan constitutes a troubled debt restructuring (“TDR”) if the Company for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. Restructured loans typically present an elevated level of credit risk as the borrowers are not able to perform according to the original contractual terms. If the restructured loan was current on all payments at the time of restructure and management reasonably expects the borrower will continue to perform after the restructure, management may keep the loan on accrual. As of September 30, 2011, restructured loans on accrual totaled $4.2 million as compared to $27.6 million as of December 31, 2010. This decline was primarily a result of multiple commercial real estate and real estate construction loans to one borrower that totaled $24.5 million as of December 31, 2010 no longer being classified as a TDR since they were restructured at a market rate in a prior calendar year and are currently in compliance with their modified terms.
Other Real Estate - Loans where the collateral has been repossessed are classified as other real estate ("ORE") or, if the collateral is personal property, the loan is classified as other assets on the Company's financial statements. The Company reported $3.5 million of ORE at September 30, 2011, $8.0 million at December 31, 2010, and $9.5 million at September 30, 2010. The September 30, 2011 carrying value of $3.5 million is net of a $3.6 million reserve for ORE valuation adjustments. The December 31, 2010 carrying value of $8.0 million is net of a $3.7 million reserve for ORE valuation adjustments and the September 30, 2010 carrying value of $9.5 million is net of a $3.4 million reserve for ORE valuation adjustments. ORE decreased $4.5 million since December 31, 2010 due to the sale of several commercial properties.
The following table sets forth the amount of the Company's non-performing loans (defined as non-accrual loans plus accruing loans past due 90 days or more) and ORE as of the dates indicated.
|
Non-Performing Assets
(in thousands)
|
September 30,
2011
|
|
Dec. 31,
2010
|
|
September 30,
2010
|
|
|
Non-Performing Loans
|
|
$ |
4,664 |
|
|
$ |
5,308 |
|
|
$ |
7,469 |
|
|
Other Real Estate
|
|
|
3,513 |
|
|
|
8,039 |
|
|
|
9,510 |
|
|
Total
|
|
$ |
8,177 |
|
|
$ |
13,347 |
|
|
$ |
16,979 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Performing Loans as a % of Total Loans
|
|
|
0.40 |
% |
|
|
0.45 |
% |
|
|
0.63 |
% |
|
Non-Performing Assets as a % of Total Assets
|
|
|
0.43 |
% |
|
|
0.72 |
% |
|
|
0.96 |
% |
|
Restructured Loans (Performing)
|
|
$ |
4,169 |
|
|
$ |
27,652 |
|
|
$ |
29,196 |
|
Although management believes that non-performing loans are generally well-secured and that potential losses are provided for in the Company’s allowance for loan losses, there can be no assurance that future deterioration in economic conditions and/or collateral values will not result in future credit losses. Specific reserves of $1.7 million, $601,000, and $2.4 million have been established for non-performing loans at September 30, 2011, December 31, 2010 and September 30, 2010, respectively.
Foregone interest income on non-accrual loans which would have been recognized, if all such loans had been current in accordance with their original terms, totaled $403,000 for the nine months ended September 30, 2011, $356,000 for the twelve months ended December 31, 2010, and $307,000 for the nine months ended September 30, 2010.
Except for those classified and non-performing loans discussed above, the Company’s management is not aware of any loans as of September 30, 2011, for which known financial problems of the borrower would cause serious doubts as to the ability of these borrowers to materially comply with their present loan repayment terms, or any known events that would result in the loan being designated as non-performing at some future date. However, the Central Valley of California has been one of the hardest hit areas in the country during this recession. Housing prices in many areas are down as much as 60% and the economic stress has spread from residential real estate to other industry segments such as autos and commercial real estate. Unemployment levels remain above 15% in some areas. As a result of these conditions, borrowers who up until this time have been able to keep current in their payments may experience continuing deterioration in their overall financial condition, increasing the potential of default. See “Part I, Item 1A. Risk Factors” in the Company’s 2010 Annual Report on Form 10-K.
Deposits
One of the key sources of funds to support earning assets (loans and investments) is the generation of deposits from the Company’s customer base. The ability to grow the customer base and subsequently deposits is a significant element in the performance of the Company.
The Company's deposit balances at September 30, 2011 have increased $88.9 million or 5.9% compared to September 30, 2010. In addition to the Company’s ongoing business development activities for deposits, the following factors positively impacted deposit growth since September 30, 2010: (1) the Federal government’s decision to increase FDIC deposit insurance limits from $100,000 to $250,000 per depositor (unlimited for non-interest bearing transaction accounts); and (2) the Company’s strong financial results and position and F&M Bank’s reputation as one of the most safe and sound banks in its market territory. The Company expects that, at some point, deposit customers may begin to diversify how they invest their money (e.g., move funds back into the stock market or other investments), and this could impact future deposit growth.
Although total deposits have increased 5.9% since September 30, 2010, the Company’s focus has been on increasing low cost transaction and savings accounts which have grown at a much faster pace:
|
·
|
Demand and Interest-Bearing transaction accounts increased $67.8 million or 13.5% since September 30, 2010.
|
|
·
|
Savings and money market accounts have increased $89.9 million or 22.1% since September 30, 2010.
|
|
·
|
Time deposit accounts have decreased $68.9 million or 11.7% since September 30, 2010. This decline was the continuing result of an explicit pricing strategy adopted by the Company beginning in the second quarter of 2009 based upon the recognition that market CD rates were greater than the yields that the Company could obtain reinvesting these funds in short-term agency securities or overnight Fed Funds. Beginning in April 2009 management carefully reviewed time deposit customers and reduced our deposit rates to customers that did not also have transaction, money market, and/or savings balances with us (i.e., depositors who were not “relationship customers”). Given the Company’s strong deposit growth in transaction, savings and money market accounts, this time deposit decline has not presented any liquidity issues and it has significantly enhanced the Company’s net interest margin and earnings.
|
The Company's deposit balances at September 30, 2011 have increased $22.8 million or 1.5% compared to December 31, 2010, due primarily to increased savings and money market deposits of 9.7% or $44.1 million, and demand and interest–bearing transaction accounts of 5.8% or $31.3 million. These increases were partially offset by decreased time deposits in the amount of $52.6 million or 9.2% since December 31, 2010.
Federal Home Loan Bank Advances and Federal Reserve Bank Borrowings
Lines of credit with the Federal Reserve Bank and the Federal Home Loan Bank are other key sources of funds to support earning assets (see “Item 3. Quantitative and Qualitative Disclosures About Market Risk and Liquidity Risk”). These sources of funds are also used to manage the Company’s interest rate risk exposure, and as opportunities arise, to borrow and invest the proceeds at a positive spread through the investment portfolio.
FHLB Advances as of September 30, 2011 were $546,000 compared to $591,000 at December 31, 2010 and $606,000 at September 30, 2010. The average rate on FHLB advances during the first nine months of 2011 was 1.6% compared to 2.6% during the first nine months of 2010.
There were no amounts outstanding on the Company’s line of credit with the FRB as of September 30, 2011.
As of September 30, 2011 the Company has additional borrowing capacity of $196.3 million with the Federal Home Loan Bank and $276.0 million with the Federal Reserve Bank. Any borrowings under these lines would be collateralized with loans that have been accepted for pledging at the FHLB and FRB.
Securities Sold Under Agreement to Repurchase
Securities Sold Under Agreement to Repurchase totaled $60 million at September 30, 2011, December 31, 2010, and September 30, 2010.
On March 13, 2008, the Bank entered into a $40 million term repurchase agreement with Citigroup. The repurchase agreement pricing rate is 3.20% with an embedded 3 year cap tied to 3 month Libor with a strike price of 3.3675%. The repurchase agreement matures March 13, 2013 and is secured by investments in Agency pass through securities.
On May 30, 2008, the Company entered into a $20 million term repurchase agreement with Citigroup. The repurchase agreement pricing rate is 4.19% with an embedded 3 year cap tied to 3 month Libor with a strike price of 3.17%. The repurchase agreement matures June 5, 2013 and is secured by investments in Agency pass through securities.
Subordinated Debentures
On December 17, 2003, the Company raised $10 million through an offering of trust-preferred securities. Although this amount is reflected as subordinated debt on the Company’s balance sheet, under applicable regulatory guidelines, trust preferred securities qualify as regulatory capital (see “Capital”). These securities accrue interest at a variable rate based upon 3-month Libor plus 2.85%. Interest rates reset quarterly and were 3.20% as of September 30, 2011, 3.15% at December 31, 2010 and 3.14% at September 30, 2010. The average rate paid for these securities for the first nine months of 2011 was 3.18% compared to 3.24% for the first nine months of 2010. Additionally, if the Company decided to defer interest on the subordinated debentures, the Company would be prohibited from paying cash dividends on the Company’s common stock.
Capital
The Company relies primarily on capital generated through the retention of earnings to satisfy its capital requirements. The Company engages in an ongoing assessment of its capital needs in order to support business growth and to insure depositor protection. Shareholders’ Equity totaled $189.2 million at September 30, 2011, $173.2 million at December 31, 2010, and $176.3 million at September 30, 2010.
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios set forth in the table below of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets (all terms as defined in the regulations). Management believes, as of September 30, 2011, that the Company and the Bank meet all capital adequacy requirements to which they are subject.
In its most recent notification from the FDIC the Bank was categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, the Bank must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the institution’s categories.
|
(in thousands)
|
|
Actual
|
|
|
Regulatory Capital
Requirements
|
|
|
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
|
The Company:
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
As of September 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital to Risk Weighted Assets
|
|
$ |
211,759 |
|
|
|
14.87 |
% |
|
$ |
113,901 |
|
|
|
8.0 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
Tier 1 Capital to Risk Weighted Assets
|
|
$ |
193,773 |
|
|
|
13.61 |
% |
|
$ |
56,951 |
|
|
|
4.0 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
Tier 1 Capital to Average Assets
|
|
$ |
193,773 |
|
|
|
10.45 |
% |
|
$ |
74,143 |
|
|
|
4.0 |
% |
|
|
N/A |
|
|
|
N/A |
|
|
(in thousands)
|
|
Actual
|
|
|
Regulatory Capital
Requirements
|
|
|
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|
|
|
The Bank:
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
As of September 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital to Risk Weighted Assets
|
|
$ |
211,577 |
|
|
|
14.86 |
% |
|
$ |
113,874 |
|
|
|
8.0 |
% |
|
$ |
142,343 |
|
|
|
10.0 |
% |
|
Tier 1 Capital to Risk Weighted Assets
|
|
$ |
193,595 |
|
|
|
13.60 |
% |
|
$ |
56,937 |
|
|
|
4.0 |
% |
|
$ |
85,406 |
|
|
|
6.0 |
% |
|
Tier 1 Capital to Average Assets
|
|
$ |
193,595 |
|
|
|
10.45 |
% |
|
$ |
74,114 |
|
|
|
4.0 |
% |
|
$ |
92,642 |
|
|
|
5.0 |
% |
As previously discussed (see “Subordinated Debentures”), in order to supplement its regulatory capital base, during December 2003 the Company issued $10 million of trust preferred securities. On March 1, 2005, the Federal Reserve Board issued its final rule effective April 11, 2005, concerning the regulatory capital treatment of trust preferred securities (“TPS”) by bank holding companies (“BHCs”). Under the final rule BHCs may include TPS in Tier 1 capital in an amount equal to 25% of the sum of core capital net of goodwill. Any portion of trust-preferred securities not qualifying as Tier 1 capital would qualify as Tier 2 capital subject to certain limitations. The Company has received notification from the Federal Reserve Bank of San Francisco that all of the Company’s trust preferred securities currently qualify as Tier 1 capital.
In accordance with the provisions of the “Consolidation” topic of the FASB ASC the Company does not consolidate the subsidiary trust, which has issued the trust-preferred securities.
In 1998, the Board approved the Company’s first stock repurchase program. This program was extended and expanded in both 2004 and 2006. Most recently, on November 12, 2008, the Board of Directors approved increasing the funds available for the Company’s Common Stock Repurchase Program. The Board’s resolution authorized up to $20 million in repurchases over the four year period ending October 31, 2012.
During the third quarter of 2011 and 2010 the Company did not repurchase any shares. The remaining dollar value of shares that may yet be purchased under the Company’s Stock Repurchase Plan is approximately $16.0 million.
On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008 with Registrar and Transfer Company, as Rights Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s Common Stock, $0.01 par value per share, to stockholders of record at the close of business on August 15, 2008. Generally, the Rights only are triggered and become exercisable if a person or group (the “Acquiring Person”) acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10 percent or more of the Company’s common stock.
The Rights Plan is similar to plans adopted by many other publicly-traded companies. The effect of the Rights Plan is to discourage any potential acquirer from triggering the Rights without first convincing Farmers & Merchants Bancorp’s Board of Directors that the proposed acquisition is fair to, and in the best interest of, all of the shareholders of the Company. The provisions of the Plan will substantially dilute the equity and voting interest of any potential acquirer unless the Board of Directors approves of the proposed acquisition. Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, no par value, at a purchase price of $1,200 for each one one-hundredth of a share, subject to adjustment. Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common Shares of the Company having a market value of two times the exercise price of the Right. At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by Farmers and Merchants Bancorp’s Board of Directors at a price of $0.001 per Right. The Rights Plan will expire on August 5, 2018.
Critical Accounting Policies and Estimates
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” is based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing the Company’s financial statements management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. These judgments govern areas such as the allowance for loan losses, the fair value of financial instruments and accounting for income taxes.
For a full discussion of the Company’s critical accounting policies and estimates see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2010 Annual Report on Form 10-K.
Off Balance Sheet Arrangements and Aggregate Contractual Obligations and Commitments
Off-balance sheet arrangements are any contractual arrangement to which an unconsolidated entity is a party, under which the Company has: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by the Company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or engages in leasing, hedging or research and development services with the Company.
In the ordinary course of business, the Company enters into commitments to extend credit to its customers. As of September 30, 2011, the Company had entered into commitments with certain customers amounting to $282.7 million compared to $316.2 million at December 31, 2010 and $279.6 million at September 30, 2010. Letters of credit at September 30, 2011, December 31, 2010 and September 30, 2010, were $5.4 million, $5.6 million and $6.4 million, respectively. These commitments are not reflected in the accompanying consolidated financial statements and do not significantly impact operating results.
Risk Management
The Company has adopted risk management policies and procedures, which aim to ensure the proper control and management of all risk factors inherent in the operation of the Company, most importantly credit risk, interest rate risk and liquidity risk. These risk factors are not mutually exclusive. It is recognized that any product or service offered by the Company may expose the Company to one or more of these risk factors.
Credit Risk
Credit risk is the risk to earnings or capital arising from an obligor’s failure to meet the terms of any contract or otherwise fail to perform as agreed. Credit risk is found in all activities where success depends on counterparty, issuer, or borrower performance.
Credit risk in the investment portfolio and correspondent bank accounts is addressed through defined limits in the Company’s policy statements. In addition, certain securities carry insurance to enhance credit quality of the bond.
In order to control credit risk in the loan portfolio the Company has established credit management policies and procedures that govern both the approval of new loans and the monitoring of the existing portfolio. The Company manages and controls credit risk through comprehensive underwriting and approval standards, dollar limits on loans to one borrower, and by restricting loans made primarily to its principal market area where management believes it is best able to assess the applicable risk. Additionally, management has established guidelines to ensure the diversification of the Company’s credit portfolio such that even within key portfolio sectors such as real estate or agriculture, the portfolio is diversified across factors such as location, building type, crop type, etc. However, as a financial institution that assumes lending and credit risks as a principal element of its business, credit losses will be experienced in the normal course of business. The allowance for loan losses is maintained at a level considered by management to be adequate to provide for risks inherent in the loan portfolio. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs.
The Company’s methodology for assessing the appropriateness of the allowance is applied on a regular basis and considers all loans. The systematic methodology consists of two major parts.
Part 1: includes a detailed analysis of the loan portfolio in two phases. The first phase is conducted in accordance with the “Receivables” topic of the FASB ASC. Individual loans are reviewed to identify loans for impairment. A loan is impaired when principal and interest are deemed uncollectible in accordance with the original contractual terms of the loan. Impairment is measured as either the expected future cash flows discounted at each loan’s effective interest rate, the fair value of the loan’s collateral if the loan is collateral dependent, or an observable market price of the loan, if one exists. Upon measuring the impairment, the Company will ensure an appropriate level of allowance is present or established.
Central to the first phase of the analysis of the loan portfolio is the loan risk rating system. The originating credit officer assigns borrowers an initial risk rating, which is based primarily on a thorough analysis of each borrower’s financial position in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior credit administration personnel. Credits are monitored by credit administration personnel for deterioration in a borrower’s financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary. Risk ratings are reviewed by both the Company’s independent third-party credit examiners and bank examiners from the DFI and FDIC.
Based on the risk rating system, specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates that the loan is impaired and there is a probability of loss. Management performs a detailed analysis of these loans, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral, and assessment of the guarantors. Management then determines the inherent loss potential and allocates a portion of the allowance for losses as a specific allowance for each of these credits.
The second phase is conducted by segmenting the loan portfolio by risk rating and into groups of loans with similar characteristics in accordance with the “Contingency” topic of the FASB ASC. In this second phase, groups of loans with similar characteristics are reviewed and the appropriate allowance factor is applied based on the historical average charge-off rate for each particular group of loans.
Part 2: considers qualitative internal and external factors that may affect a loan’s collectability, is based upon management’s evaluation of various conditions, the effects of which are not directly measured in the determination of the historical and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments. The conditions evaluated in connection with the second element of the analysis of the allowance include, but are not limited to the following conditions that existed as of the balance sheet date:
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general economic and business conditions affecting the key lending areas of the Company;
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credit quality trends (including trends in collateral values, delinquencies and non-performing loans);
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loan volumes, growth rates and concentrations;
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loan portfolio seasoning;
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specific industry and crop conditions;
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recent loss experience; and
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duration of the current business cycle.
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Management reviews these conditions in discussion with the Company’s senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable impaired credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specifically identifiable impaired credit or portfolio segment as of the evaluation date, management’s evaluation of the inherent loss related to such condition is reflected in the second major element of the allowance.
Management believes that based upon the preceding methodology, and using information currently available, the allowance for loan losses at September 30, 2011 was adequate. No assurances can be given that future events may not result in increases in delinquencies, non-performing loans, or net loan charge-offs that would require increases in the provision for loan losses and thereby adversely affect the results of operations.
Interest Rate Risk
The mismatch between maturities of interest sensitive assets and liabilities results in uncertainty in the Company’s earnings and economic value and is referred to as interest rate risk. The Company does not attempt to predict interest rates and positions the balance sheet in a manner, which seeks to minimize, to the extent possible, the effects of changing interest rates.
The Company measures interest rate risk in terms of potential impact on both its economic value and earnings. The methods for governing the amount of interest rate risk include: (1) analysis of asset and liability mismatches (Gap analysis); (2) the utilization of a simulation model; and (3) limits on maturities of investment, loan, and deposit products, which reduces the market volatility of those instruments.
The Gap analysis measures, at specific time intervals, the divergence between earning assets and interest bearing liabilities for which repricing opportunities will occur. A positive difference, or Gap, indicates that earning assets will reprice faster than interest-bearing liabilities. This will generally produce a greater net interest margin during periods of rising interest rates and a lower net interest margin during periods of declining interest rates. Conversely, a negative Gap will generally produce a lower net interest margin during periods of rising interest rates and a greater net interest margin during periods of decreasing interest rates.
The interest rates paid on deposit accounts do not always move in unison with the rates charged on loans. In addition, the magnitude of changes in the rates charged on loans is not always proportionate to the magnitude of changes in the rate paid for deposits. Consequently, changes in interest rates do not necessarily result in an increase or decrease in the net interest margin solely as a result of the differences between repricing opportunities of earning assets or interest bearing liabilities.
The Company also utilizes the results of a dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. The sensitivity of the Company’s net interest income is measured over a rolling one-year horizon.
The simulation model estimates the impact of changing interest rates on interest income from all interest earning assets and the interest expense paid on all interest bearing liabilities reflected on the Company’s balance sheet. This sensitivity analysis is compared to policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon assuming no balance sheet growth, given a 200 basis point upward and a 100 basis point downward shift in interest rates. A shift in rates over a 12-month period is assumed. Results that exceed policy limits, if any, are analyzed for risk tolerance and reported to the Board with appropriate recommendations. At September 30, 2011, the Company’s estimated net interest income sensitivity to changes in interest rates, as a percent of net interest income was a decrease in net interest income of 1.06% if rates increase by 200 basis points and a decrease in net interest income of 0.35% if rates decline 100 basis points. Comparatively, at December 31, 2010, the Company’s estimated net interest income sensitivity to changes in interest rates, as a percent of net interest income was a decrease in net interest income of 2.86% if rates increase by 200 basis points and an increase in net interest income of 0.14% if rates decline 100 basis points. All results are within the Company’s policy limits.
The estimated sensitivity does not necessarily represent a Company forecast and the results may not be indicative of actual changes to the Company’s net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape; prepayments on loans and securities; pricing strategies on loans and deposits; replacement of asset and liability cash flows; and other assumptions. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.
Liquidity Risk
Liquidity risk is the risk to earnings or capital resulting from the Company’s inability to meet its obligations when they come due without incurring unacceptable losses. It includes the ability to manage unplanned decreases or changes in funding sources and to recognize or address changes in market conditions that affect the Company’s ability to liquidate assets or acquire funds quickly and with minimum loss of value. The Company endeavors to maintain a cash flow adequate to fund operations, handle fluctuations in deposit levels, respond to the credit needs of borrowers, and to take advantage of investment opportunities as they arise.
The Company’s principal operating sources of liquidity include (see “Item 8. Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows”) cash and cash equivalents, cash provided by operating activities, principal payments on loans, proceeds from the maturity or sale of investments, and growth in deposits. To supplement these operating sources of funds the Company maintains Federal Funds credit lines of $86.0 million and repurchase lines of $100.0 million with major banks. In addition, as of September 30, 2011 the Company has available borrowing capacity of $196.3 million at the Federal Home Loan Bank and $276.0 million at the Federal Reserve Bank.
The Company maintains disclosure controls and procedures designed to ensure that information is recorded and reported in all filings of financial reports. Such information is reported to the Company’s management, including its Chief Executive Officer and its Chief Financial Officer to allow timely and accurate disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing these controls and procedures, management recognizes that they can only provide reasonable assurance of achieving the desired control objectives. Management also evaluated the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, the Company carried out an evaluation of the effectiveness of Company’s disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer, the Chief Financial Officer and other senior management of the Company. The evaluation was based, in part, upon reports and affidavits provided by a number of executives. Based on the foregoing, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls over financial reporting subsequent to the date the Company completed its evaluation.
PART II. OTHER INFORMATION
Certain lawsuits and claims arising in the ordinary course of business have been filed or are pending against the Company or its subsidiaries. Based upon information available to the Company, its review of such lawsuits and claims and consultation with its counsel, the Company believes the liability relating to these actions, if any, would not have a material adverse effect on its consolidated financial statements.
There are no material proceedings adverse to the Company to which any director, officer or affiliate of the Company is a party.
See “Item 1A. Risk Factors” in the Company’s 2010 Annual Report on Form 10-K. In management’s opinion, there have been no material changes in risk factors since the filing of the 2010 Form 10-K.
There were no shares repurchased by Farmers & Merchants Bancorp during the third quarter of 2011. The remaining dollar value of shares that may yet be purchased under the Company’s Stock Repurchase Plan is approximately $16.0 million.
The common stock of Farmers & Merchants Bancorp is not widely held nor listed on any exchange. However, trades may be reported on the OTC Bulletin Board under the symbol “FMCB.OB”. Additionally, management is aware that there are private transactions in the Company’s common stock.
Not applicable
None
See “Index to Exhibits”
Pursuant to the requirement 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.
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FARMERS & MERCHANTS BANCORP
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Date: November 1, 2011
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/s/ Kent A. Steinwert
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Kent A. Steinwert |
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Chairman, President |
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& Chief Executive Officer |
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(Principal Executive Officer) |
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| Date: November 1, 2011 |
/s/ Stephen W. Haley |
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Stephen W. Haley |
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Executive Vice President and |
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Chief Financial Officer |
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(Principal Accounting Officer) |
| Exhibit No. |
Description |
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS
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XBRL Instance Document |
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101.SCH
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XBRL Schema Document |
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101.CAL
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XBRL Calculation Linkbase Document |
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101.LAB
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XBRL Label Linkbase Document |
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101.PRE
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XBRL Presentation Linkbase Document |
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101.DEF
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XBRL Definition Linkbase Document |