Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act). Yes
¨
No
x
As of November 6, 2013, the latest practicable date, 14,167,698 shares of the registrants common stock, $1.00 par value, were outstanding.
PART IFINANCIAL INFORMATION
ITEM 1. Financial Statements
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
September 30,
2013
|
|
|
December 31,
2012
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
15,022
|
|
|
$
|
13,815
|
|
Interest-bearing deposits in other financial institutions
|
|
|
2,163
|
|
|
|
44,564
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
17,185
|
|
|
|
58,379
|
|
Securities available for sale, at market
|
|
|
101,211
|
|
|
|
85,298
|
|
Securities held to maturity, at cost
|
|
|
725
|
|
|
|
903
|
|
Loans held for saleat lower of cost or market
|
|
|
1,831
|
|
|
|
6,544
|
|
Loans receivablenet
|
|
|
577,003
|
|
|
|
554,575
|
|
Office premises and equipmentnet
|
|
|
7,813
|
|
|
|
8,105
|
|
Real estate acquired through foreclosure
|
|
|
5,632
|
|
|
|
10,581
|
|
Federal Home Loan Bank stockat cost
|
|
|
9,888
|
|
|
|
9,888
|
|
Accrued interest receivable
|
|
|
2,471
|
|
|
|
2,631
|
|
Mortgage servicing rightsat lower of cost or market
|
|
|
4,106
|
|
|
|
3,245
|
|
Prepaid expenses and other assets
|
|
|
11,668
|
|
|
|
3,525
|
|
Cash surrender value of life insurance
|
|
|
21,066
|
|
|
|
20,585
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
760,599
|
|
|
$
|
764,259
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
609,012
|
|
|
$
|
627,224
|
|
Other Borrowings
|
|
|
11,931
|
|
|
|
10,923
|
|
Advances from the Federal Home Loan Bank
|
|
|
59,477
|
|
|
|
53,297
|
|
Advances by borrowers for taxes and insurance
|
|
|
1,718
|
|
|
|
2,635
|
|
Accounts payable and accrued liabilities
|
|
|
11,181
|
|
|
|
10,453
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
693,319
|
|
|
|
704,532
|
|
Commitments
|
|
$
|
0
|
|
|
$
|
0
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred stock$1 par value; authorized 100,000 shares; no shares outstanding
|
|
|
0
|
|
|
|
0
|
|
Common stock$1 par value; authorized 29,900,000 shares; 15,282,352 and 14,911,949 shares issued at September 30, 2013 and
December 31, 2012 respectively
|
|
|
15,282
|
|
|
|
14,912
|
|
Additional paid-in capital
|
|
|
64,095
|
|
|
|
63,310
|
|
Warrants2,601,468 at September 30, 2013 and 2,857,107 at December 31, 2012
|
|
|
1,285
|
|
|
|
1,411
|
|
Retained earnings
|
|
|
11,893
|
|
|
|
4,513
|
|
Accumulated other comprehensive income (loss)
|
|
|
(871
|
)
|
|
|
100
|
|
Unearned compensation
|
|
|
(290
|
)
|
|
|
(405
|
)
|
Treasury stock1,678,913 shares at September 30, 2013 and December 31, 2012, at cost
|
|
|
(24,114
|
)
|
|
|
(24,114
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
67,280
|
|
|
|
59,727
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
760,599
|
|
|
$
|
764,259
|
|
|
|
|
|
|
|
|
|
|
3
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF EARNINGS
For the nine and three months ended September 30,
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
Three months ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
(unaudited)
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Interest and dividend income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
19,905
|
|
|
$
|
23,434
|
|
|
$
|
6,724
|
|
|
$
|
7,522
|
|
Investment securities
|
|
|
483
|
|
|
|
350
|
|
|
|
194
|
|
|
|
131
|
|
Other interest-earning accounts
|
|
|
379
|
|
|
|
330
|
|
|
|
108
|
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividend income
|
|
|
20,767
|
|
|
|
24,114
|
|
|
|
7,026
|
|
|
|
7,765
|
|
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
3,012
|
|
|
|
4,191
|
|
|
|
979
|
|
|
|
1,235
|
|
Borrowings
|
|
|
1,241
|
|
|
|
1,836
|
|
|
|
386
|
|
|
|
545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
4,253
|
|
|
|
6,027
|
|
|
|
1,365
|
|
|
|
1,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
16,514
|
|
|
|
18,087
|
|
|
|
5,661
|
|
|
|
5,985
|
|
Provision for losses on loans
|
|
|
(509
|
)
|
|
|
1,599
|
|
|
|
(609
|
)
|
|
|
457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for losses on loans
|
|
|
17,023
|
|
|
|
16,488
|
|
|
|
6,270
|
|
|
|
5,528
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Late charges, rent and other
|
|
|
692
|
|
|
|
872
|
|
|
|
223
|
|
|
|
321
|
|
Loan servicing fees
|
|
|
836
|
|
|
|
849
|
|
|
|
287
|
|
|
|
283
|
|
Service charges and other fees on deposits
|
|
|
1,480
|
|
|
|
1,513
|
|
|
|
501
|
|
|
|
515
|
|
Gain on sale of loans
|
|
|
1,486
|
|
|
|
1,714
|
|
|
|
251
|
|
|
|
633
|
|
Mortgage servicing rights net
|
|
|
861
|
|
|
|
(78
|
)
|
|
|
405
|
|
|
|
(117
|
)
|
Gain on sale of investments
|
|
|
61
|
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
Loss on sale of fixed assets
|
|
|
(7
|
)
|
|
|
(3
|
)
|
|
|
0
|
|
|
|
0
|
|
Income on cash surrender value of life insurance
|
|
|
633
|
|
|
|
642
|
|
|
|
214
|
|
|
|
216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
6,042
|
|
|
|
5,510
|
|
|
|
1,881
|
|
|
|
1,851
|
|
General, administrative and other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits
|
|
|
10,804
|
|
|
|
9,392
|
|
|
|
3,777
|
|
|
|
2,996
|
|
Occupancy and equipment
|
|
|
2,182
|
|
|
|
2,192
|
|
|
|
718
|
|
|
|
725
|
|
Federal deposit insurance premiums
|
|
|
1,310
|
|
|
|
1,380
|
|
|
|
428
|
|
|
|
457
|
|
Data and transaction processing
|
|
|
1,377
|
|
|
|
1,449
|
|
|
|
427
|
|
|
|
479
|
|
Advertising
|
|
|
405
|
|
|
|
296
|
|
|
|
133
|
|
|
|
101
|
|
Franchise taxes
|
|
|
675
|
|
|
|
583
|
|
|
|
218
|
|
|
|
199
|
|
Postage, supplies and office expenses
|
|
|
714
|
|
|
|
755
|
|
|
|
235
|
|
|
|
248
|
|
Travel, training and insurance
|
|
|
229
|
|
|
|
207
|
|
|
|
95
|
|
|
|
86
|
|
Professional services
|
|
|
1,089
|
|
|
|
1,357
|
|
|
|
372
|
|
|
|
468
|
|
Real estate owned and other expenses
|
|
|
2,153
|
|
|
|
2,195
|
|
|
|
704
|
|
|
|
959
|
|
Loan expenses
|
|
|
450
|
|
|
|
891
|
|
|
|
146
|
|
|
|
230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total general, administrative and other expense
|
|
|
21,388
|
|
|
|
20,697
|
|
|
|
7,253
|
|
|
|
6,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before federal income taxes
|
|
|
1,677
|
|
|
|
1,301
|
|
|
|
898
|
|
|
|
431
|
|
Federal income taxes
|
|
|
(5,703
|
)
|
|
|
(78
|
)
|
|
|
171
|
|
|
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
7,380
|
|
|
$
|
1,379
|
|
|
$
|
727
|
|
|
$
|
484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.55
|
|
|
$
|
0.19
|
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.50
|
|
|
$
|
0.19
|
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
For the nine and three months ended September 30,
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
September 30,
|
|
|
Three months ended
September 30,
|
|
(unaudited)
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
Net earnings
|
|
$
|
7,380
|
|
|
$
|
1,379
|
|
|
$
|
727
|
|
|
$
|
484
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on securities during the period, net of tax effects of $(479) and $78, $161 and $53 for the
respective periods
|
|
|
(931
|
)
|
|
|
152
|
|
|
|
312
|
|
|
|
102
|
|
Reclassification adjustment for realized gains included in net earnings, net of taxes of $(21) and $0, and $0 and $0 for the respective
periods
|
|
|
(40
|
)
|
|
|
(1
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
6,409
|
|
|
$
|
1,530
|
|
|
$
|
1,039
|
|
|
$
|
586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30,
(In thousands)
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
2013
|
|
|
2012
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net earnings for the period
|
|
$
|
7,380
|
|
|
$
|
1,379
|
|
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Amortization of deferred loan origination fees
|
|
|
(137
|
)
|
|
|
(115
|
)
|
Amortization of premiums and discounts on investment and mortgage-backed securities net
|
|
|
(19
|
)
|
|
|
21
|
|
Amortization of mortgage servicing rights
|
|
|
102
|
|
|
|
868
|
|
Change in valuation of capitalized mortgage servicing rights
|
|
|
(861
|
)
|
|
|
78
|
|
Depreciation and amortization
|
|
|
941
|
|
|
|
1,042
|
|
Provision for losses on loans
|
|
|
(509
|
)
|
|
|
1,599
|
|
Deferred taxes
|
|
|
165
|
|
|
|
(57
|
)
|
Net stock based compensation expense
|
|
|
607
|
|
|
|
287
|
|
Provisions for losses on REO
|
|
|
526
|
|
|
|
910
|
|
(Gain)/loss on sale of real estate acquired through foreclosure
|
|
|
405
|
|
|
|
(99
|
)
|
Gain on sale of investments
|
|
|
(61
|
)
|
|
|
(1
|
)
|
Gain on sale of loans
|
|
|
(1,486
|
)
|
|
|
(1,714
|
)
|
Loss on sale of assets
|
|
|
7
|
|
|
|
3
|
|
Loans originated for sale in the secondary market
|
|
|
(78,622
|
)
|
|
|
(77,424
|
)
|
Proceeds from sale of loans in the secondary market
|
|
|
84,821
|
|
|
|
80,887
|
|
Net increase in cash surrender value of life insurance
|
|
|
(481
|
)
|
|
|
(504
|
)
|
Increase (decrease) in cash due to changes in:
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
160
|
|
|
|
203
|
|
Prepaid expenses and other assets
|
|
|
(2,104
|
)
|
|
|
259
|
|
Accrued other liabilities
|
|
|
(4,975
|
)
|
|
|
728
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
5,859
|
|
|
|
8,350
|
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) investing activities:
|
|
|
|
|
|
|
|
|
Principal repayments, maturities on securities held to maturity
|
|
|
176
|
|
|
|
2,141
|
|
Principal repayments, maturities on securities available for sale
|
|
|
31,130
|
|
|
|
14,506
|
|
Purchases of investment securities designated as available for sale
|
|
|
(72,464
|
)
|
|
|
(76,166
|
)
|
Proceeds from sale of investments
|
|
|
24,031
|
|
|
|
8
|
|
Loan principal repayments
|
|
|
158,633
|
|
|
|
207,291
|
|
Loan disbursements
|
|
|
(179,960
|
)
|
|
|
(154,659
|
)
|
Proceeds from sale of office premises and equipment
|
|
|
0
|
|
|
|
19
|
|
Additions to office premises and equipment
|
|
|
(953
|
)
|
|
|
(485
|
)
|
Proceeds from sale of real estate acquired through foreclosure
|
|
|
3,758
|
|
|
|
2,862
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(35,649
|
)
|
|
|
(4,483
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating and investing activities (balance carried forward)
|
|
|
(29,790
|
)
|
|
|
3,867
|
|
|
|
|
|
|
|
|
|
|
6
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the nine months ended September 30,
(In thousands)
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
2013
|
|
|
2012
|
|
Net cash provided by (used in) operating and investing activities (balance brought forward)
|
|
$
|
(29,790
|
)
|
|
$
|
3,867
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities:
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposits
|
|
|
(18,212
|
)
|
|
|
1,045
|
|
Proceeds from Federal Home Loan Bank advances and other borrowings
|
|
|
106,537
|
|
|
|
113,401
|
|
Repayment of Federal Home Loan Bank advances and other borrowings
|
|
|
(99,349
|
)
|
|
|
(129,220
|
)
|
Net proceeds from exercised warrants
|
|
|
537
|
|
|
|
0
|
|
Decrease in advances by borrowers for taxes and insurance
|
|
|
(917
|
)
|
|
|
(547
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(11,404
|
)
|
|
|
(15,321
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents
|
|
|
(41,194
|
)
|
|
|
(11,454
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
58,379
|
|
|
|
38,374
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
17,185
|
|
|
$
|
26,920
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest on deposits and borrowings
|
|
$
|
4,123
|
|
|
$
|
6,015
|
|
Income taxes paid
|
|
|
25
|
|
|
|
25
|
|
Transfers from loans to real estate acquired through foreclosure
|
|
|
2,360
|
|
|
|
4,671
|
|
7
Camco Financial Corporation
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
outstanding
|
|
|
Common
Stock
|
|
|
Additional
paid-in
capital
|
|
|
Warrants
|
|
|
Retained
earnings
|
|
|
Accumulated
other
comprehensive
income (loss)
|
|
|
Unearned
compensation
|
|
|
Treasury
stock
|
|
|
Total
stockholders
equity
|
|
Balance at December 31, 2011
|
|
|
7,205,595
|
|
|
$
|
8,885
|
|
|
$
|
60,528
|
|
|
$
|
0
|
|
|
$
|
350
|
|
|
$
|
(13
|
)
|
|
$
|
(31
|
)
|
|
$
|
(24,114
|
)
|
|
$
|
45,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Expense
|
|
|
0
|
|
|
|
0
|
|
|
|
75
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
75
|
|
Net earnings for the nine months ended September 30, 2012
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,379
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,379
|
|
Restricted shares granted (less forfeits)
|
|
|
259,968
|
|
|
|
259
|
|
|
|
379
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(623
|
)
|
|
|
0
|
|
|
|
15
|
|
Restricted shares expense
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
197
|
|
|
|
0
|
|
|
|
197
|
|
Other comprehensive income (loss)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
151
|
|
|
|
0
|
|
|
|
0
|
|
|
|
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2012
|
|
|
7,465,563
|
|
|
$
|
9,144
|
|
|
$
|
60,982
|
|
|
$
|
0
|
|
|
$
|
1,729
|
|
|
$
|
138
|
|
|
$
|
(457
|
)
|
|
$
|
(24,114
|
)
|
|
$
|
47,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
|
13,233,036
|
|
|
$
|
14,912
|
|
|
$
|
63,310
|
|
|
$
|
1,411
|
|
|
$
|
4,513
|
|
|
$
|
100
|
|
|
$
|
(405
|
)
|
|
$
|
(24,114
|
)
|
|
$
|
59,727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Expense
|
|
|
0
|
|
|
|
0
|
|
|
|
93
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
93
|
|
Stock issued related to exercise of warrants
|
|
|
255,639
|
|
|
|
255
|
|
|
|
408
|
|
|
|
(126
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
537
|
|
Net earnings for the nine months ended September 30, 2013
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,380
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,380
|
|
Restricted shares granted (less forfeits)
|
|
|
114,763
|
|
|
|
115
|
|
|
|
284
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(361
|
)
|
|
|
0
|
|
|
|
38
|
|
Restricted shares expense
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
476
|
|
|
|
0
|
|
|
|
476
|
|
Other comprehensive income (loss)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
(971
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(971
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2013
|
|
|
13,603,438
|
|
|
$
|
15,282
|
|
|
$
|
64,095
|
|
|
$
|
1,285
|
|
|
$
|
11,893
|
|
|
$
|
(871
|
)
|
|
$
|
(290
|
)
|
|
$
|
(24,114
|
)
|
|
$
|
67,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Notes to Consolidated Financial Statements
The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q
and, therefore, do not include all the information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of
America (US GAAP). Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Camco Financial Corporation (Camco or the Corporation)
included in Camcos Annual Report on Form 10-K for the year ended December 31, 2012. However, all adjustments (consisting only of normal recurring accruals) that, in the opinion of management, are necessary for a fair presentation of the
consolidated financial statements have been included. The results of operations for the nine-month period ended September 30, 2013, are not necessarily indicative of the results which may be expected for the entire year.
On October 9, 2013, Camco and Huntington Bancshares Incorporated (Huntington) entered into an Agreement and
Plan of Merger (Merger Agreement) pursuant to which Camco will merge into Huntington. Immediately following the merger of Camco into Huntington, Advantage Bank, an Ohio bank wholly-owned by Camco (Advantage or the
Bank), will be merged into The Huntington National Bank, a national bank wholly-owned by Huntington, with The Huntington National Bank as the surviving institution.
Under the terms of the Merger Agreement, Camco stockholders will be entitled to receive either 0.7264 shares of Huntington common stock or
$6.00 in cash for each share of Camco common stock, subject to proration provisions specified in the Merger Agreement that provide for targeted aggregate split of total consideration of 80% common stock and 20% cash.
The transaction is expected to close in the first half of 2014, subject to the satisfaction of customary closing conditions, including
regulatory approvals and the approval of Camco stockholders.
3.
|
Principles of Consolidation
|
The accompanying consolidated financial statements include the accounts of Camco and Advantage. All significant intercompany
balances and transactions have been eliminated.
4.
|
Critical Accounting Policies
|
The preparation of these financial statements requires Camco to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for
loan losses, the valuation of mortgage servicing rights, the valuation of deferred tax assets and other real estate owned.
Several factors
are considered in determining whether or not a policy is critical in the preparation of financial statements. These factors include, among other things, whether the estimates are significant to the financial statements, the nature of the estimates,
the ability to readily validate the estimates with other information including third parties or available prices, and sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be utilized under US
GAAP.
We believe the accounting estimates related to the allowance for loan losses, the capitalization, amortization, and valuation of
mortgage servicing rights, deferred income taxes and other real estate owned are critical accounting estimates because: (1) the estimates are highly susceptible to change from period to period because they require us to make
assumptions concerning the changes in the types and volumes of the portfolios, rates of future prepayments, and anticipated economic conditions, and (2) the impact of recognizing an impairment or loan loss could have a material effect on
Camcos assets reported on the balance sheet as well as its net earnings.
9
Allowance for Loan Losses
The procedures for assessing the adequacy of the allowance for loan losses reflect managements evaluation of credit risk after careful
consideration of all information available to management. In developing this assessment, management must rely on estimates and exercise judgment regarding matters where the ultimate outcome is unknown such as economic factors, developments affecting
companies in specific industries and issues with respect to single borrowers. Depending on changes in circumstances, future assessments of credit risk may yield materially different results, which may require an increase or a decrease in the
allowance for loan losses.
Each quarter, management analyzes the adequacy of the allowance for loan losses based on a review of the loans
in the portfolio along with an analysis of external factors (including current housing price depreciation and homeowners loss of equity,) and historical delinquency and loss trends. The allowance is developed through specific components: 1)
the specific allowance for loans subject to individual analysis, 2) the allowance for classified loans not otherwise subject to individual analysis and 3) the allowance for non-classified loans (primarily homogenous).
Classified loans with indication or acknowledgment of deterioration are subject to individual analysis. Loan classifications are those used by
regulators consisting of Special Mention, Substandard, Doubtful and Loss. In evaluating these loans for impairment, the measure of expected loss is based on the present value of the expected future cash flows discounted at the loans effective
interest rate, a loans observable market price or the fair value of the collateral if the loan is collateral dependent. All other classified assets and non-classified assets are combined with the homogenous loan pools and segregated into loan
segments. The segmentation is based on grouping loans with similar risk characteristics (one-to-four family, home equity, etc.). Loss rate factors are developed for each loan segment which is used to estimate losses and determine an allowance. The
loss factors for each segment are derived from historical delinquency, classification, and charge-off rates and adjusted for economic factors and an estimated loss scenario.
The allowance is reviewed by management to determine whether the amount is considered adequate to absorb probable, incurred losses inherent in
the loan portfolio. Managements evaluation of the adequacy of the allowance is an estimate based on managements current judgment about the credit quality of the loan portfolio. This evaluation includes specific loss estimates on certain
individually reviewed loans, statistical loss estimates for loan pools that are based on historical loss experience, and general loss estimates that are based upon the size, quality, and concentration characteristics of the various loan portfolios,
adverse situations that may affect a borrowers ability to repay, and current economic and industry conditions. Also considered as part of that judgment is a review of the Banks trends in delinquencies and loan losses, as well as trends
in delinquencies and losses for the region and nationally, and economic factors. While the Corporation strives to reflect all known risk factors in its evaluations, judgment errors may occur.
Mortgage Servicing Rights
To determine the fair value of its mortgage servicing rights (MSRs) each reporting quarter, the Corporation provides information to
a third party valuation firm, representing loan information in each pooling period accompanied by escrow amounts. The third party then evaluates the possible impairment of MSRs as described below.
MSRs are recognized as separate assets or liabilities when loans are sold with servicing retained. A pooling methodology, in which loans with
similar characteristics are pooled together, is utilized. Once pooled, each grouping of loans is evaluated on a discounted earnings basis to determine the present value of future earnings that the Bank could expect to realize from the
portfolio. Earnings are projected from a variety of sources including loan service fees, net interest earned on escrow balances, miscellaneous income and costs to service the loans. The present value of future earnings is the estimated fair value
for the pool, calculated using consensus assumptions that a third party purchaser would utilize in evaluating a potential acquisition of the MSRs.
Events that may significantly affect the estimates used are changes in interest rates and the related impact on mortgage loan prepayment speeds
and the payment performance of the underlying loans. The interest rate for net interest earned on escrow balances, which is supplied by management, takes into consideration the investment portfolio average yield as well as current short duration
investment yields. Management believes this methodology provides a reasonable estimate. Mortgage loan prepayment speeds are calculated by the third party provider utilizing the Economic Outlook as published by the Office of Chief Economist of
Freddie Mac in estimating prepayment speeds and provides a specific scenario with each evaluation. Based on the assumptions discussed, pre-tax projections are prepared for each pool of loans serviced. These earnings are used to calculate the
approximate cash flow that could be received from the servicing portfolio. Valuation results are presented quarterly to management. At that time, management reviews the information and MSRs are marked to lower of amortized cost or fair value for the
current quarter.
10
Deferred Income Taxes
Camco recognizes expense for federal income taxes currently payable as well as for deferred federal taxes for estimated future tax effects of
temporary differences between the tax basis of assets and liabilities and amounts reported in the consolidated balance sheets. Realization of a deferred tax asset is dependent upon generating sufficient taxable income in either the carry forward or
carry back periods to cover future tax deductions generated by the reversal of temporary differences. A valuation allowance is provided by way of a charge to income tax expense if it is determined that it is more likely than not that some or all of
the deferred tax asset will not be realized. If different assumptions and conditions were to prevail, the valuation allowance may not be adequate to absorb unrealized deferred taxes and the amount of income taxes payable may need to be adjusted by
way of a charge to expense. Accrual of income taxes payable and valuation allowances against deferred tax assets are estimates subject to change based upon the outcome of future events.
The Corporation reversed a $5.9 million valuation allowance on its deferred tax asset (DTA) in the second quarter of 2013. This
reversal was the result of an analysis performed to determine the extent to which realization of future tax benefits could be considered more likely than not. The analysis considered projected future core earnings under various
scenarios, possible tax planning strategies, and consideration of the expected timing of the reversal of existing temporary differences. As a result of the assessment, management decided to eliminate the entire valuation allowance. The difference
from the Corporations effective tax benefits for the nine month periods ended September 30, 2013, as compared to the Corporations statutory tax rate of 34% is primarily due to the release of the valuation allowance on the deferred
tax asset.
Income tax returns are subject to audit by the IRS. Income tax expense for current and prior periods is subject to adjustment
based upon the outcome of such audits. During 2011, the IRS began an examination of the Corporations tax returns for the year ended December 31, 2009. The IRS has taken the position the Corporation took bad debt deductions prematurely.
The Corporation disagrees. The matter was not resolved at the examination level, therefore, the Corporation contested the matter to the IRS Office of Appeals. Management believes it is more likely than not that the Corporation will be successful in
the appeals process. If the IRS prevails, the Corporation may be required to repay approximately $1.57 million of tax refunds it had received as a result of a carryback of a net operating loss and the Corporation will increase its net operating loss
tax carry forward by the same amount as the disallowed deduction.
Other Real Estate
Assets acquired through or instead of foreclosure, primarily other real estate owned, are initially recorded at fair value less costs to sell
when acquired, establishing a new cost basis. New real estate appraisals are generally obtained at the time of foreclosure and are used to establish fair value. If fair value declines, a valuation allowance is recorded through expense. Estimating
the initial and ongoing fair value of these properties involves a number of factors and judgments including holding time, costs to complete, holding costs, discount rate, absorption and other factors.
11
Basic earnings per common share is computed based upon the weighted-average number of common shares outstanding during the
year. Diluted earnings per common share is computed including the dilutive effect of additional potential common shares issuable under outstanding stock options and warrants. Diluted earnings per share is not computed for periods in which an
operating loss is sustained. The computations were as follows for the periods ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months
ended
September 30,
|
|
|
For the three months
ended
September 30,
|
|
(In thousands except earnings per share)
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
BASIC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
7,380
|
|
|
$
|
1,379
|
|
|
$
|
727
|
|
|
$
|
484
|
|
Weighted average common shares outstanding
|
|
|
13,506
|
|
|
|
7,385
|
|
|
|
13,584
|
|
|
|
7,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.55
|
|
|
$
|
0.19
|
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
7,380
|
|
|
$
|
1,379
|
|
|
$
|
727
|
|
|
$
|
484
|
|
Weighted average common shares outstanding
|
|
|
13,506
|
|
|
|
7,385
|
|
|
|
13,584
|
|
|
|
7,467
|
|
Dilutive effect of warrants
|
|
|
1,059
|
|
|
|
0
|
|
|
|
1,251
|
|
|
|
0
|
|
Dilutive effect of stock options
|
|
|
153
|
|
|
|
3
|
|
|
|
193
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total common shares and dilutive potential common shares
|
|
|
14,718
|
|
|
|
7,388
|
|
|
|
15,028
|
|
|
|
7,473
|
|
Diluted earnings per share
|
|
$
|
0.50
|
|
|
$
|
0.19
|
|
|
$
|
0.05
|
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive options to purchase 94,683 and 424,480 shares of common stock with respective weighted-average
exercise prices of $13.73 and $5.54 were outstanding at September 30, 2013 and 2012, respectively, but were excluded from the computation of common share equivalents for each of the three and nine month periods, because the exercise prices were
greater than the average market price of the common shares.
6.
|
Stock Based Compensation
|
The Corporation follows a fair-value based method for valuing stock-based compensation that measures compensation cost at
the grant date based on the fair value of the award.
The fair value of each option granted was estimated on the date of grant using the
modified Black-Scholes options-pricing model.
In 2012 and 2013, no options were granted as the Corporation awarded restricted shares in
lieu of options related to goals achieved within the 2011 and 2012 officer incentive plan.
A summary of the status of the
Corporations stock option plans as of September 30, 2013 and December 31, 2012, and changes during the periods ending on those dates is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months ended
September 30, 2013
|
|
|
Year ended
December 31, 2012
|
|
|
|
Shares
|
|
|
Weighted-
average
exercise price
|
|
|
Shares
|
|
|
Weighted-
average
exercise price
|
|
Outstanding at beginning of period
|
|
|
581,888
|
|
|
$
|
4.62
|
|
|
|
587,342
|
|
|
$
|
4.68
|
|
Granted
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Exercised
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Forfeited
|
|
|
(587
|
)
|
|
|
2.40
|
|
|
|
(5,454
|
)
|
|
|
10.63
|
|
Expired
|
|
|
(16,518
|
)
|
|
|
16.13
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of period
|
|
|
564,783
|
|
|
$
|
4.29
|
|
|
|
581,888
|
|
|
$
|
4.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at period end
|
|
|
456,473
|
|
|
$
|
4.76
|
|
|
|
395,233
|
|
|
$
|
5.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value of options granted during the period
|
|
|
|
|
|
$
|
N/A
|
|
|
|
|
|
|
$
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
The following information applies to options outstanding at September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of
Exercise
Prices
|
|
|
|
Number
Outstanding
|
|
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Weighted-
Average
Exercise
Price
|
|
|
Number
Exercisable
|
|
|
Aggregate
Intrinsic
Value
|
|
|
Weighted-
Average
Exercise
Price
|
|
$1.90 $2.51
|
|
|
|
|
470,100
|
|
|
|
6.6
|
|
|
|
|
|
|
$
|
2.39
|
|
|
|
361,790
|
|
|
|
|
|
|
$
|
2.41
|
|
$8.92
|
|
|
|
|
18,877
|
|
|
|
4.3
|
|
|
|
|
|
|
|
8.92
|
|
|
|
18,877
|
|
|
|
|
|
|
|
8.92
|
|
$11.36 $12.35
|
|
|
|
|
43,473
|
|
|
|
2.6
|
|
|
|
|
|
|
|
13.69
|
|
|
|
43,473
|
|
|
|
|
|
|
|
13.69
|
|
$16.51 $17.17
|
|
|
|
|
32,333
|
|
|
|
1.2
|
|
|
|
|
|
|
|
16.60
|
|
|
|
32,333
|
|
|
|
|
|
|
|
16.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
564,783
|
|
|
|
5.9
|
|
|
$
|
773,157
|
|
|
$
|
4.29
|
|
|
|
456,473
|
|
|
$
|
586,638
|
|
|
$
|
4.76
|
|
(1)
|
The intrinsic value is based on the difference of Camcos stock price on the grant date and the stock price at September 30, 2013.
|
A summary of unvested options as of, and changes during the period ended, September 30, 2013, were as follows:
|
|
|
|
|
|
|
|
|
Unvested options:
|
|
Number
|
|
|
Intrinsic Value
|
|
Beginning of period
|
|
|
186,655
|
|
|
$
|
193,447
|
|
Granted
|
|
|
0
|
|
|
|
|
|
Forfeited
|
|
|
(271
|
)
|
|
|
|
|
Vested during the period
|
|
|
(78,074
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested options at September 30, 2013
|
|
|
108,310
|
|
|
$
|
186,519
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of options exercised during the nine months ended September 30, 2013 and for the year ended
December 31, 2012, was $0 as no options were exercised.
As of September 30, 2013, there was $77,000 of total unrecognized compensation cost
related to non-vested stock options. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.25 years.
In
2009, Camco granted 50,000 restricted shares of stock out of the current authorized common stock related to an employment agreement. The issuance of restricted stock vested in four equal annual increments beginning in 2010.
In March 2012, Camco granted 262,492 shares of restricted stock with an impact to unearned/deferred compensation of $625,000. The stock was granted under the
Camco Financial Corporation 2010 Equity Plan to officers based on 2011 performance. The restricted stock vests over three years, 20% vested on the date of the award, 20% vested on the date that the Compensation Committee certified Camcos 2012
financial results and 60% will vest on the date that the Compensation Committee certifies Camcos 2013 financial results (such results are expected to be certified in the first quarter of 2014). However, if Camcos pre-tax earnings for the
fiscal year ended December 31, 2013 are not equal to or greater than the pre-tax earnings for the fiscal year ended December 31, 2011, the participant will forfeit 25% of the equity award that is to vest on that date. The fair value per
share of restricted stock is the stock price at close on the grant date, which value is expensed on a straight-line basis during the vesting period.
In
October 2012, Camco granted 53,187 shares of restricted stock with an impact to unearned/deferred compensation of $94,150. The stock was granted under the Camco Financial Corporation 2010 Equity Plan based on achievement of a 2012 performance goal.
The restricted stock vested immediately.
In February 2013, Camco granted 90,428 shares of restricted stock with an impact to unearned/deferred
compensation of $313,785 of which $62,760 was expensed in the prior year related to shares which immediately vested. The stock was granted under the Camco Financial Corporation 2010 Equity Plan to officers based on 2012 performance. Of the 90,428
shares granted, 7,378 shares were withheld for the payment of taxes. The restricted stock vests over three years, 20%, which equated to 10,700 shares, vested on the date of the award, 20% will vest on the date that the Compensation Committee
certifies Camcos 2013 financial results and 60% will vest on the date that the Compensation Committee certifies Camcos 2014 financial results (such results are expected to be certified in the first quarter of 2014 and 2015,
respectively). However, if Camcos pre-tax earnings for the fiscal year ending December 31, 2013 or 2014 are not equal to or greater than the budgeted pre-tax earnings for the fiscal year ended December 31, 2012, the participant will
forfeit 25% of the equity award that is to vest on such date. Additionally, the shares may not be transferred for one year after vesting except for settlement of taxes. The fair value per share of restricted stock is the stock price at close on the
grant date, which value is expensed on a straight-line basis during the vesting period.
13
In February 2013, Camco granted 81,391 shares of restricted stock with an impact to unearned/deferred
compensation of $282,427 of which $141,212 was expensed in the prior year related to shares which immediately vested. The stock was granted under the Camco Financial Corporation 2010 Equity Plan based on 2012 performance and 29,331 shares of the
81,391 shares granted were withheld for tax purposes related to an 83B election. The restricted stock vested 50%, or 11,364 shares, on the date of the award and 50% on the date that the Compensation Committee certifies Camcos 2013 financial
results.
The shares represented by restricted stock awards are considered outstanding at the grant date, as the recipients are entitled to voting rights
and dividends, if declared. A summary of restricted stock award activity for the period is presented below:
|
|
|
|
|
|
|
|
|
|
|
Non-vested Number of
Shares
|
|
|
Weighted Average Grant
Date Fair Value
|
|
Non-vested balance at December 31, 2012
|
|
|
219,989
|
|
|
$
|
2.39
|
|
Granted
|
|
|
171,819
|
|
|
$
|
3.47
|
|
Vested
|
|
|
(123,134
|
)
|
|
$
|
2.91
|
|
Forfeited
|
|
|
(951
|
)
|
|
$
|
3.09
|
|
|
|
|
|
|
|
|
|
|
Non-vested balance at September 30, 2013
|
|
|
267,723
|
|
|
$
|
2.84
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2013, there was approximately $276,000 of compensation cost that had not been recognized related to
restricted stock awards. That cost is expected to be recognized over the next 15 months.
The fair value framework as disclosed in the Fair Value Measurements and Disclosure Topic of FASB ASC Topic 825, Financial
Instruments (Fair Value Topic) includes a hierarchy which focuses on prioritizing the inputs used in valuation techniques. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities
(Level 1), a lower priority to observable inputs other than quoted prices in active markets for identical assets and liabilities (Level 2), and the lowest priority to unobservable inputs (Level 3). When determining the fair value measurements for
assets and liabilities, the Corporation looks to active markets to price identical assets or liabilities whenever possible and classifies such items in Level 1. When identical assets and liabilities are not traded in active markets, the Corporation
looks to observable market data for similar assets and liabilities and classifies such items as Level 2. Certain assets and liabilities are not actively traded in observable markets and the Corporation must use alternative techniques, based on
unobservable inputs, to determine the fair value and classifies such items as Level 3. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.
As a financial services corporation, the carrying value of certain financial assets and liabilities is impacted by the application of fair
value measurements, either directly or indirectly. In certain cases, an asset or liability is measured and reported at fair value on a recurring basis, such as available-for-sale investment securities. In other cases, management must rely
on estimates or judgments to determine if an asset or liability not measured at fair value warrants an impairment write-down or whether a valuation reserve should be established. Given the inherent volatility, the use of fair value measurements
may have a significant impact on the carrying value of assets or liabilities, or result in material changes to the financial statements, from period to period.
Listed below are three levels of inputs that Camco uses to measure fair value:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the
measurement date.
Level 2: Quoted prices on identical assets or liabilities that are not actively traded. Also consists of an observable
market price for a similar asset or liability. This includes the use of matrix pricing used to value debt securities absent the exclusive use of quoted prices.
14
Level 3: Consists of unobservable inputs that are used to measure fair value when observable
market inputs are not available. This could include the use of internally developed models, financial forecasting, etc.
The following methods,
assumptions, and valuation techniques were used by the Corporation to measure different financial assets and liabilities at fair value and in estimating its fair value disclosures for financial instruments.
Cash and Cash Equivalents
: The carrying amount reported in the consolidated statements of financial condition for cash and cash
equivalents is deemed to approximate fair value and are classified as Level 1 of the fair value hierarchy.
Investment Securities
:
Fair values for investment securities are determined by quoted market prices if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities. For securities where
quoted prices or market prices of similar securities are not available, fair values are calculated using matrix pricing, which is a mathematical technique widely used in the industry to value investment securities without relying exclusively on
quoted prices for the specific investment securities but rather relying on the investment securities relationship to other benchmark quoted investment securities (Level 2). Any investment securities not valued based upon the methods above is
considered Level 3.
The Corporation utilizes information provided by a third-party investment securities portfolio manager in analyzing
the investment securities portfolio in accordance with the fair value hierarchy of the Fair Value Topic. The portfolio managers evaluation of investment security portfolio pricing is performed using a combination of prices and data from other
sources, along with internally developed matrix pricing models. The third-partys month-end pricing process includes a series of quality assurance activities where prices are compared to recent market conditions, previous evaluation prices, and
between the various pricing services. These processes produce a series of quality assurance reports on which price exceptions are identified, reviewed and where appropriate, securities are re-priced. In the event of a materially different price, the
third party will report the variance and review the pricing methodology in detail. The results of the quality assurance process are incorporated into the selection of pricing providers by the third party.
Loans Held for Sale
: Mortgage loans held for sale are classified as Level 2 and are estimated using fair value which is determined using
quoted prices and if available the contracted sales price of loans committed for delivery, which is determined on the date of sale commitment. Gains and losses on the sale of loans are recorded as net gains from sales of loans within noninterest
income in the Consolidated Statements of Earnings.
Loans Receivable
: The loan portfolio has been segregated into categories with
similar characteristics, such as one- to four-family residential real estate, multi-family residential real estate, installment and other. These loan categories were further delineated into fixed-rate and adjustable-rate loans. The fair values for
the resultant loan categories were computed via discounted cash flow analysis, using current interest rates offered for loans with similar terms to borrowers of similar credit quality. The methods utilized to estimate the fair value of loans do not
necessarily represent an exit price and due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 classification.
Federal Home Loan Bank Stock
: The carrying amount presented in the consolidated statements of financial condition is deemed to
approximate fair value.
Accrued Interest Receivable:
The fair value for accrued interest approximates its carrying amounts due. The
valuation is a Level 3 classification that is consistent with its underlying asset or liability.
Deposits
: The fair values of
deposits with no stated maturity, such as money market demand deposits, savings and NOW accounts have been analyzed by management and assigned estimated maturities and cash flows which are then discounted to derive a value. The fair
value of fixed-rate certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The Corporation classifies the
estimated fair value of deposit liabilities as Level 2 in the fair value hierarchy.
15
Advances from the Federal Home Loan Bank
: The fair value of these advances is estimated
using the rates currently offered for similar advances of similar remaining maturities or, when available, quoted market prices.
Repurchase Agreements:
The fair value of repurchase agreements is based on the discounted value of contractual cash flows using rates
currently offered for similar maturities. The Corporation classifies the estimated fair value of short-term borrowings as Level 2 of the fair value hierarchy.
Subordinated Debentures:
The fair value of subordinated debentures is based on the discounted value of contractual cash flows using
rates currently offered for smaller maturities.
Advances by Borrowers for Taxes and Insurance
: The fair value of advances by
borrowers for taxes and insurance approximates its carrying amounts due to the short duration before collection. The valuation is a Level 3 classification which is consistent with its underlying asset.
Accrued interest payable:
The fair value of accrued interest payable approximates its carrying amounts due. The valuation is a Level 3
classification which is consistent with its underlying asset.
Commitments to Extend Credit
: For fixed-rate and adjustable-rate loan
commitments, the fair value estimate considers the difference between current levels of interest rates and committed rates. At September 30, 2013 and December 31, 2012, the fair value of loan commitments was not material.
Fair value is defined as the price that would be received to sell an asset or transfer a liability between market participants at the balance sheet date. When
possible, the Corporation looks to active and observable markets to price identical assets or liabilities. When identical assets and liabilities are not traded in active markets, the Corporation looks to observable market data for similar assets and
liabilities. However, certain assets and liabilities are not traded in observable markets and Camco must use other valuation methods to develop a fair value. The fair value of impaired loans is based on the fair value of the underlying collateral,
which is estimated through third party appraisals or internal estimates of collateral values.
Based on the foregoing methods and assumptions, the
carrying value and fair value of the Corporations financial instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value
|
|
|
Fair value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(In thousands)
|
|
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,185
|
|
|
$
|
17,185
|
|
|
$
|
17,185
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Investment securities available for sale
|
|
|
101,211
|
|
|
|
101,211
|
|
|
|
0
|
|
|
|
101,168
|
|
|
|
43
|
|
Investment securities held to maturity
|
|
|
725
|
|
|
|
760
|
|
|
|
0
|
|
|
|
760
|
|
|
|
0
|
|
Loans held for sale
|
|
|
1,831
|
|
|
|
1,903
|
|
|
|
0
|
|
|
|
1,903
|
|
|
|
0
|
|
Loans receivable
|
|
|
577,003
|
|
|
|
581,629
|
|
|
|
0
|
|
|
|
0
|
|
|
|
581,629
|
|
Federal Home Loan Bank stock
|
|
|
9,888
|
|
|
|
9,888
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9,888
|
|
Accrued interest receivable
|
|
|
2,471
|
|
|
|
2,471
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,471
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
609,012
|
|
|
$
|
580,194
|
|
|
$
|
0
|
|
|
$
|
580,194
|
|
|
$
|
0
|
|
Advances from the Federal Home Loan Bank
|
|
|
59,477
|
|
|
|
61,249
|
|
|
|
0
|
|
|
|
61,249
|
|
|
|
0
|
|
Repurchase agreements
|
|
|
6,931
|
|
|
|
6,931
|
|
|
|
0
|
|
|
|
6,931
|
|
|
|
0
|
|
Subordinated debentures
|
|
|
5,000
|
|
|
|
4,863
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,863
|
|
Advances by borrowers for taxes and insurance
|
|
|
1,718
|
|
|
|
1,718
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,718
|
|
Accrued interest payable
|
|
|
1,823
|
|
|
|
1,823
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,823
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
value
|
|
|
Fair value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(In thousands)
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
58,379
|
|
|
$
|
58,379
|
|
|
$
|
58,379
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Investment securities available for sale
|
|
|
85,298
|
|
|
|
85,298
|
|
|
|
0
|
|
|
|
85,254
|
|
|
|
44
|
|
Investment securities held to maturity
|
|
|
903
|
|
|
|
957
|
|
|
|
0
|
|
|
|
957
|
|
|
|
0
|
|
Loans held for sale
|
|
|
6,544
|
|
|
|
6,759
|
|
|
|
0
|
|
|
|
6,759
|
|
|
|
0
|
|
Loans receivable
|
|
|
554,575
|
|
|
|
544,655
|
|
|
|
0
|
|
|
|
0
|
|
|
|
544,655
|
|
Federal Home Loan Bank stock
|
|
|
9,888
|
|
|
|
9,888
|
|
|
|
0
|
|
|
|
0
|
|
|
|
9,888
|
|
Accrued interest receivable
|
|
|
2,631
|
|
|
|
2,631
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,631
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
627,224
|
|
|
$
|
622,186
|
|
|
$
|
0
|
|
|
$
|
622,186
|
|
|
$
|
0
|
|
Advances from the Federal Home Loan Bank
|
|
|
53,297
|
|
|
|
56,310
|
|
|
|
0
|
|
|
|
56,310
|
|
|
|
0
|
|
Repurchase agreements
|
|
|
5,923
|
|
|
|
5,923
|
|
|
|
0
|
|
|
|
5,923
|
|
|
|
0
|
|
Subordinated debentures
|
|
|
5,000
|
|
|
|
4,976
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,976
|
|
Advances by borrowers for taxes and insurance
|
|
|
2,635
|
|
|
|
2,635
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,635
|
|
Accrued interest payable
|
|
|
1,692
|
|
|
|
1,692
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,692
|
|
The following table presents financial assets and liabilities measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
Reporting Date Using
|
|
(in thousands)
|
|
Balance
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government sponsored enterprises
|
|
$
|
101,100
|
|
|
$
|
0
|
|
|
$
|
101,100
|
|
|
$
|
0
|
|
Corporate equity securities
|
|
|
43
|
|
|
|
0
|
|
|
|
0
|
|
|
|
43
|
|
Mortgage-backed securities
|
|
|
68
|
|
|
|
0
|
|
|
|
68
|
|
|
|
0
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government sponsored enterprises
|
|
$
|
84,071
|
|
|
$
|
0
|
|
|
$
|
84,071
|
|
|
$
|
0
|
|
Corporate equity securities
|
|
|
44
|
|
|
|
0
|
|
|
|
0
|
|
|
|
44
|
|
Mortgage-backed securities
|
|
|
1,183
|
|
|
|
0
|
|
|
|
1,183
|
|
|
|
0
|
|
The following table presents financial assets and liabilities measured on a non-recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
Reporting Date Using
|
|
(in thousands)
|
|
Balance
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
22,262
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
22,262
|
|
Real estate acquired through foreclosure
|
|
|
5,632
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,632
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans
|
|
$
|
22,727
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
22,727
|
|
Real estate acquired through foreclosure
|
|
|
10,581
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,581
|
|
A loan is considered impaired when, based on current information and events, it is probable the Corporation
will be unable to collect all amounts due (both principal and interest) according to the contractual terms of the original loan agreement. Loan impairment is measured using the present value of the loans expected cash flows discounted at the
loans effective interest rate, using the loans observable market value, or using the fair value of the collateral less costs to sell if the loan is collateral-dependent. Collateral may be in the form of real estate and/or business assets
such as accounts receivable, inventory or business equipment. The majority of collateral is real estate. The value of real estate is based on observable market prices and market values provided by independent, licensed or certified appraisers.
Collateral values may be discounted based on managements historical knowledge of the property and/or changes in market conditions from the time of valuation.
17
Fair value for real estate acquired through foreclosure is generally determined by obtaining
recent appraisals on the properties. Other types of valuing include broker price opinions and valuations pertaining to the current and anticipated deterioration in the regional economy and real estate market, as evidenced by, among other things, a
net out migration of the local population, unemployment rates, increasing vacancy rates, borrower delinquencies, declining property values and rental prices, differences between foreclosure appraisals and real estate owned sales prices, and an
increase in concessions and other forms of discounting or other items approved by our asset classification committee. The fair value under such appraisals is determined by using one of the following valuation techniques: income, cost or comparable
sales. The fair value is then reduced by managements estimate for the direct costs expected to be incurred in order to sell the property. Holding costs or maintenance expenses are recorded as period costs when incurred and are not included in
the fair value estimate.
8.
|
Allowance for Loan Losses
|
The allowance for loan losses is a reserve established through a provision that is charged to expense and represents
managements best estimate of probable losses that could be incurred within the existing portfolio of loans. The allowance is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Corporations
allowance for possible loan loss methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The
provision for possible loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The
amount of the provision reflects not only the necessary allowance for possible loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases
or decreases in required allowances for specific loans or loan pools. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Corporations
control, including, among other things, changes in market interest rates and other factors in the local economies that we serve, such as unemployment rates and real estate market values.
The current level of the allowance is directionally consistent with classified assets, non-accrual and delinquency. While management utilizes
its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Corporations control, including, among other things, the performance of the Corporations loan
portfolio, the economy, changes in interest rates and comments of the regulatory authorities toward loan classifications.
The
Corporations allowance for possible loan losses consists of three elements: (i) specific valuation allowances on probable losses on specific loans; (ii) historical valuation allowances based on historical loan loss experience for
similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances based on general economic conditions and other qualitative risk factors both
internal and external to the Corporation.
Although we believe that the allowance for loan losses at September 30, 2013 is adequate to
cover losses inherent in the loan portfolio at that date based upon the available facts and circumstances, there can be no assurance that additions to the allowance for loan losses will not be necessary in future periods, which could adversely
affect our results of operations. Ohio in general has experienced higher unemployment and some decreases in home values over the past five years like many regions in the U.S., but has improved over the last year which should comparatively mitigate
losses on loans. Nonetheless, these factors, compounded by a very uncertain national economic outlook, may continue to increase the level of future losses beyond our current expectations.
Loans identified as losses by management are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory
requirements.
18
Allowance for loan losses for the three and nine months period ending of September 30, 2013 and 2012 are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Construction
|
|
|
Land, Farm
& Ag Loans
|
|
|
Residential
|
|
|
Commercial
& Non-
Residential
Real Estate
|
|
|
Consumer
|
|
|
Commercial
& Industrial
|
|
|
Multi-
Family
|
|
|
Total
|
|
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance December 31, 2012
|
|
$
|
115
|
|
|
$
|
373
|
|
|
$
|
6,980
|
|
|
$
|
2,011
|
|
|
$
|
162
|
|
|
$
|
1,075
|
|
|
$
|
1,431
|
|
|
$
|
12,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
0
|
|
|
|
(9
|
)
|
|
|
(1,854
|
)
|
|
|
(293
|
)
|
|
|
(394
|
)
|
|
|
0
|
|
|
|
(5
|
)
|
|
|
(2,555
|
)
|
Recoveries
|
|
|
0
|
|
|
|
10
|
|
|
|
480
|
|
|
|
9
|
|
|
|
83
|
|
|
|
6
|
|
|
|
0
|
|
|
|
588
|
|
Provision
|
|
|
49
|
|
|
|
(77
|
)
|
|
|
(220
|
)
|
|
|
11
|
|
|
|
504
|
|
|
|
(667
|
)
|
|
|
(109
|
)
|
|
|
(509
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2013
|
|
$
|
164
|
|
|
$
|
297
|
|
|
$
|
5,386
|
|
|
$
|
1,738
|
|
|
$
|
355
|
|
|
$
|
414
|
|
|
$
|
1,317
|
|
|
$
|
9,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance June 30, 2013
|
|
$
|
86
|
|
|
$
|
585
|
|
|
$
|
5,880
|
|
|
$
|
2,063
|
|
|
$
|
299
|
|
|
$
|
379
|
|
|
$
|
1,264
|
|
|
$
|
10,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
0
|
|
|
|
(9
|
)
|
|
|
(425
|
)
|
|
|
(2
|
)
|
|
|
(99
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
(535
|
)
|
Recoveries
|
|
|
0
|
|
|
|
8
|
|
|
|
244
|
|
|
|
7
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
259
|
|
Provision
|
|
|
78
|
|
|
|
(287
|
)
|
|
|
(313
|
)
|
|
|
(330
|
)
|
|
|
155
|
|
|
|
35
|
|
|
|
53
|
|
|
|
(609
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2013
|
|
$
|
164
|
|
|
$
|
297
|
|
|
$
|
5,386
|
|
|
$
|
1,738
|
|
|
$
|
355
|
|
|
$
|
414
|
|
|
$
|
1,317
|
|
|
$
|
9,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance December 31, 2011
|
|
$
|
35
|
|
|
$
|
554
|
|
|
$
|
8,277
|
|
|
$
|
2,565
|
|
|
$
|
80
|
|
|
$
|
537
|
|
|
$
|
2,484
|
|
|
$
|
14,532
|
|
Charge-offs
|
|
|
0
|
|
|
|
(358
|
)
|
|
|
(1,931
|
)
|
|
|
(79
|
)
|
|
|
(130
|
)
|
|
|
(58
|
)
|
|
|
(11
|
)
|
|
|
(2,567
|
)
|
Recoveries
|
|
|
0
|
|
|
|
5
|
|
|
|
164
|
|
|
|
684
|
|
|
|
17
|
|
|
|
65
|
|
|
|
9
|
|
|
|
944
|
|
Provision
|
|
|
502
|
|
|
|
273
|
|
|
|
(168
|
)
|
|
|
406
|
|
|
|
134
|
|
|
|
861
|
|
|
|
(409
|
)
|
|
|
1,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2012
|
|
$
|
537
|
|
|
$
|
474
|
|
|
$
|
6,342
|
|
|
$
|
3,576
|
|
|
$
|
101
|
|
|
$
|
1,405
|
|
|
$
|
2,073
|
|
|
$
|
14,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance June 30, 2012
|
|
$
|
554
|
|
|
$
|
768
|
|
|
$
|
6,396
|
|
|
$
|
4,118
|
|
|
$
|
49
|
|
|
$
|
612
|
|
|
$
|
1,688
|
|
|
$
|
14,185
|
|
Charge-offs
|
|
|
0
|
|
|
|
(2
|
)
|
|
|
(704
|
)
|
|
|
(14
|
)
|
|
|
(128
|
)
|
|
|
(7
|
)
|
|
|
0
|
|
|
|
(855
|
)
|
Recoveries
|
|
|
0
|
|
|
|
2
|
|
|
|
54
|
|
|
|
648
|
|
|
|
16
|
|
|
|
1
|
|
|
|
0
|
|
|
|
721
|
|
Provision
|
|
|
(17
|
)
|
|
|
(294
|
)
|
|
|
596
|
|
|
|
(1,176
|
)
|
|
|
164
|
|
|
|
(799
|
)
|
|
|
385
|
|
|
|
457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2012
|
|
$
|
537
|
|
|
$
|
474
|
|
|
$
|
6,342
|
|
|
$
|
3,576
|
|
|
$
|
101
|
|
|
$
|
1,405
|
|
|
$
|
2,073
|
|
|
$
|
14,508
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of the allowance for loan loss by segment to loans individually and collectively evaluated for impairment as follows:
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
0
|
|
|
$
|
32
|
|
|
$
|
608
|
|
|
$
|
246
|
|
|
$
|
113
|
|
|
$
|
8
|
|
|
$
|
708
|
|
|
$
|
1,715
|
|
Collectively evaluated for impairment
|
|
|
164
|
|
|
|
265
|
|
|
|
4,778
|
|
|
|
1,492
|
|
|
|
242
|
|
|
|
406
|
|
|
|
609
|
|
|
|
7,956
|
|
Portfolio balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance
|
|
$
|
10
|
|
|
$
|
458
|
|
|
$
|
127
|
|
|
$
|
36
|
|
|
$
|
0
|
|
|
$
|
32
|
|
|
$
|
0
|
|
|
$
|
663
|
|
With related allowance
|
|
|
0
|
|
|
|
273
|
|
|
|
11,369
|
|
|
|
3,232
|
|
|
|
392
|
|
|
|
82
|
|
|
|
6,643
|
|
|
|
21,991
|
|
Collectively evaluated for impairment
|
|
|
22,255
|
|
|
|
16,377
|
|
|
|
257,773
|
|
|
|
136,270
|
|
|
|
4,979
|
|
|
|
54,756
|
|
|
|
71,610
|
|
|
|
564,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2013
|
|
$
|
22,266
|
|
|
$
|
17,108
|
|
|
$
|
269,267
|
|
|
$
|
139,538
|
|
|
$
|
5,371
|
|
|
$
|
54,871
|
|
|
$
|
78,253
|
|
|
$
|
586,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
1
|
|
|
$
|
100
|
|
|
$
|
595
|
|
|
$
|
524
|
|
|
$
|
39
|
|
|
$
|
34
|
|
|
$
|
406
|
|
|
$
|
1,699
|
|
Collectively evaluated for impairment
|
|
|
537
|
|
|
|
374
|
|
|
|
5,747
|
|
|
|
3,052
|
|
|
|
62
|
|
|
|
1,371
|
|
|
|
1,666
|
|
|
|
12,809
|
|
Portfolio balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With no related allowance
|
|
|
0
|
|
|
|
0
|
|
|
|
589
|
|
|
|
1,143
|
|
|
|
0
|
|
|
|
66
|
|
|
|
0
|
|
|
|
1,798
|
|
With related allowance
|
|
|
16
|
|
|
|
900
|
|
|
|
10,825
|
|
|
|
5,949
|
|
|
|
526
|
|
|
|
492
|
|
|
|
4,565
|
|
|
|
23,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
|
|
29,635
|
|
|
|
13,241
|
|
|
|
272,680
|
|
|
|
143,589
|
|
|
|
3,550
|
|
|
|
38,092
|
|
|
|
68,172
|
|
|
|
568,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance September 30, 2012
|
|
$
|
29,651
|
|
|
$
|
14,141
|
|
|
$
|
284,094
|
|
|
$
|
150,681
|
|
|
$
|
4,076
|
|
|
$
|
38,650
|
|
|
$
|
72,737
|
|
|
$
|
594,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
Non-accrual and Past Due Loans. Loans are considered past due if the required principal and
interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when the loan is more than three payments past due, as well as when required by regulatory provisions. Loans may be placed on
non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is recognized when the loan is returned to accrual status and all the
principal and interest amounts contractually due are brought current (minimum of six months), or future payments are reasonably assured. Future payments interest income will be recognized while the previous payments of interest (during non-accrual
status) will be recognized over the life of the loan.
The following table details non-accrual loans at September 30, 2013 and
December 31, 2012:
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
September 30,
2013
|
|
|
December 31,
2012
|
|
Construction
|
|
$
|
10
|
|
|
$
|
14
|
|
Land, Farmland, Agriculture
|
|
|
607
|
|
|
|
709
|
|
Residential / prime
|
|
|
6,215
|
|
|
|
7,152
|
|
Residential / subprime
|
|
|
6,519
|
|
|
|
9,195
|
|
Commercial and non-residential
|
|
|
1,080
|
|
|
|
1,967
|
|
Consumer
|
|
|
395
|
|
|
|
491
|
|
Commercial and industrial
|
|
|
34
|
|
|
|
66
|
|
Multi Family
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,860
|
|
|
$
|
19,594
|
|
|
|
|
|
|
|
|
|
|
An age analysis of past due loans, segregated by class of loans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2013
(in
thousands)
|
|
Loans
30 - 59
Days Past
Due
|
|
|
Loans
60 - 89
Days
Past
Due
|
|
|
Loans
90+
Days Past
Due
|
|
|
Total
Past Due
|
|
|
Current
|
|
|
Total
Loans
|
|
|
Accruing
Loans 90
Days Past
Due
|
|
Construction
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
22,266
|
|
|
$
|
22,266
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
31
|
|
|
|
0
|
|
|
|
0
|
|
|
|
31
|
|
|
|
17,077
|
|
|
|
17,108
|
|
|
|
0
|
|
Residential/prime
|
|
|
1,233
|
|
|
|
648
|
|
|
|
3,584
|
|
|
|
5,465
|
|
|
|
211,237
|
|
|
|
216,702
|
|
|
|
0
|
|
Residential/subprime
|
|
|
1,606
|
|
|
|
533
|
|
|
|
3,554
|
|
|
|
5,693
|
|
|
|
46,872
|
|
|
|
52,565
|
|
|
|
0
|
|
Commercial and non-residential
|
|
|
58
|
|
|
|
0
|
|
|
|
778
|
|
|
|
836
|
|
|
|
138,702
|
|
|
|
139,538
|
|
|
|
0
|
|
Consumer
|
|
|
36
|
|
|
|
1
|
|
|
|
7
|
|
|
|
44
|
|
|
|
5,327
|
|
|
|
5,371
|
|
|
|
0
|
|
Commercial and industrial
|
|
|
7
|
|
|
|
0
|
|
|
|
2
|
|
|
|
9
|
|
|
|
54,862
|
|
|
|
54,871
|
|
|
|
0
|
|
Multi Family
|
|
|
614
|
|
|
|
0
|
|
|
|
0
|
|
|
|
614
|
|
|
|
77,639
|
|
|
|
78,253
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,585
|
|
|
$
|
1,182
|
|
|
$
|
7,925
|
|
|
$
|
12,692
|
|
|
$
|
573,982
|
|
|
$
|
586,674
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
(in thousands)
|
|
Loans
30 - 59
Days Past
Due
|
|
|
Loans
60 - 89
Days
Past
Due
|
|
|
Loans
90+
Days Past
Due
|
|
|
Total
Past Due
|
|
|
Current
|
|
|
Total
Loans
|
|
|
Accruing
Loans 90
Days Past
Due
|
|
Construction
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
13,815
|
|
|
$
|
13,815
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
65
|
|
|
|
32
|
|
|
|
119
|
|
|
|
216
|
|
|
|
13,786
|
|
|
|
14,002
|
|
|
|
0
|
|
Residential / prime
|
|
|
2,316
|
|
|
|
906
|
|
|
|
5,212
|
|
|
|
8,434
|
|
|
|
210,217
|
|
|
|
218,651
|
|
|
|
0
|
|
Residential / subprime
|
|
|
2,509
|
|
|
|
1,181
|
|
|
|
4,562
|
|
|
|
8,252
|
|
|
|
48,993
|
|
|
|
57,245
|
|
|
|
0
|
|
Commercial and non-residential
|
|
|
0
|
|
|
|
0
|
|
|
|
1,095
|
|
|
|
1,095
|
|
|
|
135,784
|
|
|
|
136,879
|
|
|
|
0
|
|
Consumer
|
|
|
100
|
|
|
|
1
|
|
|
|
28
|
|
|
|
129
|
|
|
|
3,919
|
|
|
|
4,048
|
|
|
|
0
|
|
Commercial and industrial
|
|
|
0
|
|
|
|
0
|
|
|
|
66
|
|
|
|
66
|
|
|
|
42,028
|
|
|
|
42,094
|
|
|
|
0
|
|
Multi Family
|
|
|
227
|
|
|
|
0
|
|
|
|
0
|
|
|
|
227
|
|
|
|
79,761
|
|
|
|
79,988
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,217
|
|
|
$
|
2,120
|
|
|
$
|
11,082
|
|
|
$
|
18,419
|
|
|
$
|
548,303
|
|
|
$
|
566,722
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Impaired loans
. Loans are considered impaired when, based on current information and events, it is
probable Advantage will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated in total for smaller-balance loans of
a similar nature and on an individual loan basis for other larger commercial credits. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, of collateral if payment is expected solely
from the collateral or at the present value of estimated future cash flows using the loans existing rate or at the loans fair sale value. Interest payments on impaired loans are typically applied to principal unless collectability of the
principal amount is reasonably assured in which case interest is recognized on an accrual basis. Impaired loans or portions of loans are charged off when deemed uncollectible.
We have included the following information with respect to impairment measurements relating to loans for better understanding of our process and procedures
relating to fair value of financial instruments:
Based on policy, a loan is typically deemed impaired (non-performing) once it has gone over three
payments or 90 days delinquent or is considered a Troubled Debt Restructuring (TDR).
See
the
Modifications
section below. Our management of the troubled credit will vary as will the timing of valuations, loan loss provision
and charge offs based on a multitude of factors such as, cash flow of the business/borrower, responsiveness of the borrower, communication with the commercial banker, property inspections, property deterioration, and delinquency. Typically, a
nonperforming, non-homogeneous collateral dependent loan will be valued and adjusted (if needed) within a time frame as short as 30 days or as many as 180 days after determination of impairment. If impaired, the collateral is then evaluated and an
updated appraisal is most typically ordered. Upon receipt of an appraisal or other valuation, we complete an analysis to determine if the impaired loan requires a specific reserve or to be charged down to estimated net realizable value. The time
frame may be as short as 30 days or as much as 180 days, when an appraisal is ordered.
Camcos credit risk management process consistently
monitors key performance metrics across both the performing and non-performing assets to identify any further degradation of credit quality. Additionally, impaired credits are monitored in weekly loan committee asset quality discussions, monthly
Asset Classification Committee meetings and quarterly loan loss reserve reviews. Strategy documents and exposure projections are completed on a monthly basis to ensure that the current status of the troubled asset is clearly understood and reported.
The Asset Classification Committee oversees the management of all impaired loans and any subsequent loss provision or charge off that is
considered. When a loan is deemed impaired, the valuation is obtained to determine any existing loss that may be present as of the valuation date. Policy dictates that any differences from fair market value, less costs to sell, are to be recognized
as loss during the current period (loan loss provision or charge off). Any deviations from this policy will be identified by amount and contributing reasons for the policy departure during our quarterly reporting process.
Camcos policies dictate that an impaired loan subject to a possible charge off will remain in a nonperforming status until it is paid current and
completes a period of on-time payments that demonstrate that the loan can perform and/or there is some certainty payments will continue. Camco monitors through various system reports any loan whose terms have been modified. These reports identify
troubled debt restructures, modifications, and renewals.
When circumstances do not allow for an updated appraisal or Camco determines that an
appraisal is not needed, the underlying collaterals fair market value is estimated in the following ways:
|
|
|
Camcos personnel property inspections combined with an internally or externally prepared valuation,
|
|
|
|
Broker price opinions, or
|
|
|
|
Various on-line fair market value estimation programs (i.e. Freddie Mac, Fannie Mae, etc).
|
21
Impaired loans are set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded
Investment
|
|
|
Unpaid
Principal
Balance
|
|
|
Related
Allowance
|
|
|
Recorded
Investment
|
|
|
Unpaid
Principal
Balance
|
|
|
Related
Allowance
|
|
(in thousands)
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
0
|
|
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
458
|
|
|
|
872
|
|
|
|
0
|
|
|
|
558
|
|
|
|
972
|
|
|
|
0
|
|
Residential
|
|
|
126
|
|
|
|
172
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Commercial and non-residential
|
|
|
36
|
|
|
|
222
|
|
|
|
0
|
|
|
|
1,572
|
|
|
|
1,619
|
|
|
|
0
|
|
Commercial and industrial
|
|
|
32
|
|
|
|
32
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Multi Family
|
|
|
0
|
|
|
|
661
|
|
|
|
0
|
|
|
|
1
|
|
|
|
661
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
663
|
|
|
$
|
1,970
|
|
|
$
|
0
|
|
|
$
|
2,145
|
|
|
$
|
3,266
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With a related specific allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, Farmland, Ag Loans
|
|
$
|
273
|
|
|
$
|
273
|
|
|
$
|
32
|
|
|
$
|
230
|
|
|
$
|
230
|
|
|
$
|
68
|
|
Residential
|
|
|
11,369
|
|
|
|
11,552
|
|
|
|
608
|
|
|
|
11,107
|
|
|
|
11,473
|
|
|
|
500
|
|
Commercial and non-residential
|
|
|
3,232
|
|
|
|
3,281
|
|
|
|
246
|
|
|
|
3,674
|
|
|
|
3,700
|
|
|
|
369
|
|
Consumer
|
|
|
392
|
|
|
|
392
|
|
|
|
113
|
|
|
|
491
|
|
|
|
518
|
|
|
|
40
|
|
Commercial and industrial
|
|
|
82
|
|
|
|
82
|
|
|
|
8
|
|
|
|
539
|
|
|
|
539
|
|
|
|
25
|
|
Multi Family
|
|
|
6,643
|
|
|
|
6,643
|
|
|
|
708
|
|
|
|
4,541
|
|
|
|
4,541
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
21,991
|
|
|
$
|
22,223
|
|
|
$
|
1,715
|
|
|
$
|
20,582
|
|
|
$
|
21,001
|
|
|
$
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Recorded
Investment
|
|
|
Interest
Income
Recognized
|
|
|
Average
Recorded
Investment
|
|
|
Interest
Income
Recognized
|
|
(in thousands)
|
|
3 Months Ended
September 30, 2013
|
|
|
3 Months Ended
September 30, 2012
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
11
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
458
|
|
|
|
7
|
|
|
|
0
|
|
|
|
0
|
|
Residential
|
|
|
138
|
|
|
|
0
|
|
|
|
619
|
|
|
|
1
|
|
Commercial and non-residential
|
|
|
153
|
|
|
|
0
|
|
|
|
1,170
|
|
|
|
36
|
|
Consumer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Commercial and industrial
|
|
|
49
|
|
|
|
0
|
|
|
|
66
|
|
|
|
0
|
|
Multi Family
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
809
|
|
|
$
|
0
|
|
|
$
|
1,855
|
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With a related specific allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
16
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
275
|
|
|
|
3
|
|
|
|
902
|
|
|
|
25
|
|
Residential
|
|
|
11,494
|
|
|
|
107
|
|
|
|
10,954
|
|
|
|
186
|
|
Commercial and non-residential
|
|
|
3,249
|
|
|
|
36
|
|
|
|
5,544
|
|
|
|
163
|
|
Consumer
|
|
|
397
|
|
|
|
1
|
|
|
|
553
|
|
|
|
12
|
|
Commercial and industrial
|
|
|
86
|
|
|
|
2
|
|
|
|
308
|
|
|
|
4
|
|
Multi Family
|
|
|
6,667
|
|
|
|
75
|
|
|
|
4,577
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,168
|
|
|
$
|
224
|
|
|
$
|
22,854
|
|
|
$
|
497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Recorded
Investment
|
|
|
Interest
Income
Recognized
|
|
|
Average
Recorded
Investment
|
|
|
Investment
Income
Recognized
|
|
(in thousands)
|
|
9 Months Ended
September 30, 2013
|
|
|
9 Months Ended
September 30, 2012
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
11
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
483
|
|
|
|
10
|
|
|
|
0
|
|
|
|
0
|
|
Residential
|
|
|
129
|
|
|
|
1
|
|
|
|
551
|
|
|
|
0
|
|
Commercial and non-residential
|
|
|
95
|
|
|
|
0
|
|
|
|
504
|
|
|
|
0
|
|
Consumer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Commercial and industrial
|
|
|
33
|
|
|
|
0
|
|
|
|
102
|
|
|
|
0
|
|
Multi Family
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
751
|
|
|
$
|
11
|
|
|
$
|
1,157
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With a related specific allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
18
|
|
|
$
|
0
|
|
Land, Farmland, Ag Loans
|
|
|
276
|
|
|
|
10
|
|
|
|
243
|
|
|
|
9
|
|
Residential
|
|
|
11,468
|
|
|
|
339
|
|
|
|
11,756
|
|
|
|
194
|
|
Commercial and non-residential
|
|
|
3,256
|
|
|
|
104
|
|
|
|
8,361
|
|
|
|
253
|
|
Consumer
|
|
|
433
|
|
|
|
5
|
|
|
|
280
|
|
|
|
8
|
|
Commercial and industrial
|
|
|
88
|
|
|
|
4
|
|
|
|
377
|
|
|
|
12
|
|
Multi Family
|
|
|
6,670
|
|
|
|
252
|
|
|
|
4,611
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,191
|
|
|
$
|
714
|
|
|
$
|
25,646
|
|
|
$
|
583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Corporation categorizes loans and leases into risk categories based on relevant information about the ability of borrowers
to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans and leases individually by
classifying the loans and leases as to credit risk. The loans monitored utilizing the risk categories listed below refer to commercial, commercial and industrial, construction, land, farmland and agriculture loans. All non-homogeneous loans are
monitored through delinquency reporting. This analysis is performed on a quarterly basis. The Corporation uses the following definitions for risk ratings:
Uncriticized assets exhibit no material problems, credit
deficiencies or payment problems. These assets generally are well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral. Such credits are graded as follows: Excellent (1), Good
(2) or Satisfactory (3).
Watch rated credits are of acceptable credit quality, but
exhibit one or more characteristics which merit closer monitoring or enhanced structure. Such characteristics include higher leverage, lower debt service coverage, industry issues or a construction loan without preleasing commitments (generally
multifamily projects).
|
|
|
Special Mention Assets (Grade 5)
|
Special Mention Assets have potential
weaknesses or pose financial risk that deserves managements close attention. If left uncorrected, these weaknesses may result in deterioration of the repayment prospects for the asset or in the Banks credit position at some future date.
Special Mention Assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.
|
|
|
Substandard Assets (Grade 6)
|
An asset classified Substandard is protected
inadequately by the current net worth and paying capacity of the obligor, or by the collateral pledged, if any. Assets so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by
the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. The possibility that liquidation would not be timely requires a substandard classification even if there is little likelihood of total loss.
Assets classified as Substandard may exhibit one or more of the following weaknesses:
|
|
|
The primary source of repayment is gone or severely impaired and the Bank may have to rely upon a secondary source.
|
23
|
|
|
Loss does not seem likely but sufficient problems have arisen to cause the Bank to go to abnormal lengths to protect its position in order to maintain a high probability of repayment.
|
|
|
|
Obligors are unable to generate enough cash flow for debt reduction.
|
|
|
|
Collateral has deteriorated.
|
|
|
|
The collateral is not subject to adequate inspection and verification of value (if the collateral is expected to be the source of repayment).
|
|
|
|
Flaws in documentation leave the Bank in a subordinated or unsecured position if the collateral is needed for the repayment of the loan.
|
|
|
|
For assets secured by real estate, the appraisal does not conform to FDIC appraisal standards or the assumptions underlying the appraisal are demonstrably incorrect.
|
|
|
|
Doubtful Assets (Grade 7)
|
An asset classified Doubtful has all the weaknesses
inherent in one classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
An asset, or portion thereof, classified loss is
considered uncollectible and of such little value that its continuance on the books is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value; rather, it is not practical or desirable to defer
writing off an essentially worthless asset (or portion thereof), even though partial recovery may occur in the future.
Loans and leases not meeting the
criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans and leases.
Based on the most
recent analysis performed, the risk category of non-homogenous loans and leases is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Thousands)
September 30,
2013
|
|
Pass
|
|
|
Watch
|
|
|
Special
Mention
|
|
|
Substandard
|
|
|
Total
(1)
|
|
Construction
|
|
$
|
16,760
|
|
|
$
|
5,496
|
|
|
$
|
0
|
|
|
$
|
10
|
|
|
$
|
22,266
|
|
Land, Farmland, Ag Loans
|
|
|
15,570
|
|
|
|
775
|
|
|
|
0
|
|
|
|
763
|
|
|
|
17,108
|
|
Commercial/Non Residential
|
|
|
115,793
|
|
|
|
11,951
|
|
|
|
7,563
|
|
|
|
4,231
|
|
|
|
139,538
|
|
Commercial and industrial
|
|
|
54,741
|
|
|
|
14
|
|
|
|
0
|
|
|
|
116
|
|
|
|
54,871
|
|
Multi Family
|
|
|
68,977
|
|
|
|
4,352
|
|
|
|
1,516
|
|
|
|
3,408
|
|
|
|
78,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
271,841
|
|
|
$
|
22,588
|
|
|
$
|
9,079
|
|
|
$
|
8,528
|
|
|
$
|
312,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
Pass
|
|
|
Watch
|
|
|
Special
Mention
|
|
|
Substandard
|
|
|
Total
(1)
|
|
Construction
|
|
$
|
10,586
|
|
|
$
|
3,215
|
|
|
$
|
0
|
|
|
$
|
14
|
|
|
$
|
13,815
|
|
Land, Farmland, Ag Loans
|
|
|
13,063
|
|
|
|
0
|
|
|
|
0
|
|
|
|
939
|
|
|
|
14,002
|
|
Commercial/Non Residential
|
|
|
107,065
|
|
|
|
17,137
|
|
|
|
6,479
|
|
|
|
6,198
|
|
|
|
136,879
|
|
Commercial and industrial
|
|
|
39,666
|
|
|
|
2,256
|
|
|
|
0
|
|
|
|
172
|
|
|
|
42,094
|
|
Multi Family
|
|
|
65,142
|
|
|
|
7,762
|
|
|
|
3,409
|
|
|
|
3,675
|
|
|
|
79,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
235,522
|
|
|
$
|
30,370
|
|
|
$
|
9,888
|
|
|
$
|
10,998
|
|
|
$
|
286,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
There were no doubtful loans as of September 30, 2013 or December 31, 2012.
|
Homogeneous loans are
monitored at 60+ days delinquent. See the above schedule on page 20 related to change in allowance for loans which includes all classes of loans, including the loans related to residential and consumer.
Modifications.
A modification of a loan constitutes a
TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. The Corporation offers various types of concessions when modifying a loan, however, forgiveness of principal is rarely
granted. Commercial and industrial loans modified in a TDR often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral and/or guarantors may be requested.
24
Commercial mortgage and construction loans modified in a TDR often involve a temporary or permanent interest rate
reduction, extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, and/or substituting or adding a new borrower or guarantor. Construction loans modified in a TDR may also involve
extending the interest-only payment period. Residential mortgage loans modified in a TDR are primarily comprised of loans where monthly payments are lowered to accommodate the borrowers financial needs. This is accomplished by temporary
interest only payment periods, temporarily lowering the interest rate, extending the maturity date or a combination of these strategies. The accrual status of modified residential mortgages is dependent on the delinquency status before, during and
after the modification process. Home equity modifications are uniquely designed to meet the specific needs of each borrower. Modified terms for home equity loans include renewal of an interest only payment stream, extending the maturity date,
converting to a principal and interest payment, amortizing the balance due, or a combination of these strategies. Automobile loans are typically not modified.
Loans modified in a TDR may be in accrual status, non-accrual status, partial charge-offs, not delinquent, delinquent or any combination of these criteria. As
a result, loans modified in a TDR for the Corporation may have the financial effect of increasing the specific allowance associated with individual loans. An allowance for impaired consumer and commercial loans that have been modified in a TDR
is measured based either on the present value of expected future cash flows discounted at the loans original effective interest rate, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral
dependent. Management exercises significant judgment in developing these estimates.
The following presents by class, information related to loans
modified in a TDR during the three and nine months ended September 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Modified as a TDR for the
|
|
|
Loans Modified as a TDR for the
|
|
|
|
Three Months Ended September 30,
2013
|
|
|
Nine Months Ended September 30,
2013
|
|
Troubled Debt Restructurings
(1)
|
|
Number of
|
|
|
Recorded Investment
|
|
|
Number of
|
|
|
Recorded Investment
|
|
(dollars in thousands)
|
|
Contracts
|
|
|
(as of period end)(1)
|
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
Land, Farmland, Ag Loans
|
|
|
0
|
|
|
$
|
0
|
|
|
|
3
|
|
|
$
|
576
|
|
Residentialprime
|
|
|
6
|
|
|
|
376
|
|
|
|
11
|
|
|
|
1,253
|
|
Residentialsubprime
|
|
|
4
|
|
|
|
171
|
|
|
|
11
|
|
|
|
1,159
|
|
Commercial
|
|
|
2
|
|
|
|
591
|
|
|
|
3
|
|
|
|
798
|
|
C Consumer Other
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
15
|
|
C Commercial and Industrial
|
|
|
1
|
|
|
|
7
|
|
|
|
1
|
|
|
|
7
|
|
Multi Family
(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
2
|
|
|
|
3,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13
|
|
|
$
|
1,145
|
|
|
|
33
|
|
|
$
|
7,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The period end balances are inclusive of all partial pay downs and charge-offs since the modification date. Loans modified in a TDR that were fully paid down, charged-off, or foreclosed upon by period end are not
reported.
|
(2)
|
Renewals of existing TDRSs.
|
The following presents by class, information related to loans modified in a TDR
during the three and nine months ended September 30, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Modified as a TDR for the
|
|
|
Loans Modified as a TDR for the
|
|
|
|
Three Months Ended September 30,
2012
|
|
|
Nine Months Ended September 30,
2012
|
|
Troubled Debt Restructurings
(1)
|
|
Number of
|
|
|
Recorded Investment
|
|
|
Number of
|
|
|
Recorded Investment
|
|
(dollars in thousands)
|
|
Contracts
|
|
|
(as of period end) (1)
|
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
Land, Farmland, Ag Loans
|
|
|
0
|
|
|
$
|
0
|
|
|
|
2
|
|
|
$
|
732
|
|
Residentialprime
|
|
|
6
|
|
|
|
503
|
|
|
|
54
|
|
|
|
3,281
|
|
Residentialsubprime
|
|
|
2
|
|
|
|
187
|
|
|
|
10
|
|
|
|
966
|
|
Commercial
|
|
|
0
|
|
|
|
0
|
|
|
|
4
|
|
|
|
1,711
|
|
C Consumer Other
|
|
|
5
|
|
|
|
223
|
|
|
|
10
|
|
|
|
417
|
|
Multi Family
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
13
|
|
|
$
|
913
|
|
|
|
80
|
|
|
$
|
7,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The period end balances are inclusive of all partial pay downs and charge-offs since the modification date. Loans modified in a TDR that were fully paid down, charged-off, or foreclosed upon by period end are not
reported.
|
25
The following presents by class, loans modified in a TDR from October 1, 2012 through September 30,
2013 that subsequently defaulted (i.e., 60 days or more past due following a modification) during the three and nine months ended September 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Modified as a TDR
|
|
|
Loans Modified as a TDR
|
|
|
|
Within the Previous Twelve Months
|
|
|
Within the Previous Twelve Months
|
|
|
|
That Subsequently Defaulted During the
|
|
|
That Subsequently Defaulted During the
|
|
|
|
Three Months Ended September 30, 2013
|
|
|
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
Recorded
|
|
|
|
|
|
Recorded
|
|
|
|
Number of
|
|
|
Investment
|
|
|
Number of
|
|
|
Investment
|
|
(dollars in thousands)
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
Residentialprime
|
|
|
1
|
|
|
$
|
40
|
|
|
|
1
|
|
|
$
|
40
|
|
Residential subprime
|
|
|
1
|
|
|
|
75
|
|
|
|
1
|
|
|
|
75
|
|
Consumer
|
|
|
1
|
|
|
|
7
|
|
|
|
1
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3
|
|
|
$
|
122
|
|
|
|
3
|
|
|
$
|
122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The period end balances are inclusive of all partial pay downs and charge-offs since the modification date. Loans modified in a TDR that were fully paid down, charged-off, or foreclosed upon by period end are not
reported.
|
The following presents by class, loans modified in a TDR from October 1, 2011 through September 30, 2012 that
subsequently defaulted (i.e., 60 days or more past due following a modification) during the three and six months ended September 30, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Modified as a TDR
|
|
|
Loans Modified as a TDR
|
|
|
|
Within the Previous Twelve Months
|
|
|
Within the Previous Twelve Months
|
|
|
|
That Subsequently Defaulted During the
|
|
|
That Subsequently Defaulted During the
|
|
|
|
Three Months Ended September 30, 2012
|
|
|
Nine Months Ended September 30, 2012
|
|
|
|
|
|
|
Recorded
|
|
|
|
|
|
Recorded
|
|
|
|
Number of
|
|
|
Investment
|
|
|
Number of
|
|
|
Investment
|
|
(dollars in thousands)
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
|
Contracts
|
|
|
(as of period end)
(1)
|
|
Residentialprime
|
|
|
1
|
|
|
$
|
98
|
|
|
|
2
|
|
|
$
|
166
|
|
Residentialsubprime
|
|
|
3
|
|
|
|
153
|
|
|
|
3
|
|
|
|
153
|
|
Consumer
|
|
|
1
|
|
|
|
20
|
|
|
|
1
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5
|
|
|
$
|
271
|
|
|
|
6
|
|
|
$
|
339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The period end balances are inclusive of all partial pay downs and charge-offs since the modification date. Loans modified in a TDR that were fully paid down, charged-off, or foreclosed upon by period end are not
reported.
|
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of investment securities at
September 30, 2013 and December 31, 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2013
|
|
|
|
|
|
|
Amortized
cost
|
|
|
Gross
unrealized
gains
|
|
|
Gross
unrealized
losses
|
|
|
Estimated
fair
value
|
|
|
|
(In thousands)
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored enterprises
|
|
$
|
102,423
|
|
|
$
|
2
|
|
|
$
|
1,325
|
|
|
$
|
101,100
|
|
Corporate equity securities
|
|
|
44
|
|
|
|
0
|
|
|
|
1
|
|
|
|
43
|
|
Mortgage-backed securities
|
|
|
65
|
|
|
|
3
|
|
|
|
0
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities available for sale
|
|
$
|
102,532
|
|
|
$
|
5
|
|
|
$
|
1,326
|
|
|
$
|
101,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
$
|
725
|
|
|
$
|
35
|
|
|
$
|
0
|
|
|
$
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities held to maturity
|
|
$
|
725
|
|
|
$
|
35
|
|
|
$
|
0
|
|
|
$
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
Amortized
cost
|
|
|
Gross
unrealized
gains
|
|
|
Gross
unrealized
losses
|
|
|
Estimated
fair
value
|
|
|
|
(In thousands)
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored enterprises
|
|
$
|
83,956
|
|
|
$
|
118
|
|
|
$
|
3
|
|
|
$
|
84,071
|
|
Corporate equity securities
|
|
|
44
|
|
|
|
0
|
|
|
|
0
|
|
|
|
44
|
|
Mortgage-backed securities
|
|
|
1,146
|
|
|
|
37
|
|
|
|
0
|
|
|
|
1,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities available for sale
|
|
$
|
85,146
|
|
|
$
|
155
|
|
|
$
|
3
|
|
|
$
|
85,298
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
$
|
903
|
|
|
|
54
|
|
|
|
0
|
|
|
|
957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities held to maturity
|
|
$
|
903
|
|
|
$
|
54
|
|
|
$
|
0
|
|
|
$
|
957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost and estimated fair value of investment securities at September 30, 2013 by contractual term to
maturity are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale
|
|
|
Held to Maturity
|
|
|
|
Amortized
cost
|
|
|
Estimated
fair
value
|
|
|
Amortized
cost
|
|
|
Estimated
fair
value
|
|
|
|
(In thousands)
|
|
Due in one year or less
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Due after one year through five years
|
|
|
96,424
|
|
|
|
95,297
|
|
|
|
0
|
|
|
|
0
|
|
Due after five years through ten years
|
|
|
5,999
|
|
|
|
5,803
|
|
|
|
0
|
|
|
|
0
|
|
Due after ten years
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
102,423
|
|
|
|
101,100
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
|
|
|
65
|
|
|
|
68
|
|
|
|
725
|
|
|
|
760
|
|
Corporate equity securities
|
|
|
44
|
|
|
|
43
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
102,532
|
|
|
$
|
101,211
|
|
|
$
|
725
|
|
|
$
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of investment securities during the nine months ended September 30, 2013, totaled $24.0 million,
resulting in gross realized gains of $61,000, and for the nine months ended September 30, 2012, proceeds from sales totaled $8,000, resulting in gross realized gains of $1,000.
At September 30, 2013 and December 31, 2012, there were $90.1 million and $3.0 million securities in an unrealized loss position less than twelve
months and no securities in an unrealized loss position more than twelve months, respectively. The table below indicates the length of time individual securities have been in a continuous unrealized loss position at September 30, 2013 and
December 31, 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2013
|
|
|
|
Less than 12 months
|
|
|
|
|
|
More than 12 months
|
|
|
|
|
(In thousands)
|
|
Fair
value
|
|
|
Unrealized
losses
|
|
|
No. of
Securities
|
|
|
Fair
value
|
|
|
Unrealized
losses
|
|
|
No. of
Securities
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored enterprises
|
|
$
|
90,101
|
|
|
$
|
1,325
|
|
|
|
43
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Corporate equity securities
|
|
|
43
|
|
|
|
1
|
|
|
|
1
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
90,145
|
|
|
$
|
1,326
|
|
|
|
44
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
Less than 12 months
|
|
|
|
|
|
More than 12 months
|
|
|
|
|
(In thousands)
|
|
Fair
value
|
|
|
Unrealized
losses
|
|
|
No. of
Securities
|
|
|
Fair
value
|
|
|
Unrealized
losses
|
|
|
No. of
Securities
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored enterprises
|
|
$
|
2,995
|
|
|
$
|
3
|
|
|
|
1
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,995
|
|
|
$
|
3
|
|
|
|
1
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management has the intent and ability to hold these securities for the foreseeable future and the decline in the fair value is
primarily due to an increase in market interest rates. The fair values are expected to recover as securities approach maturity dates.
At
September 30, 2013 and December 31, 2012 approximately $11.4 and $10.0 million, respectively, of investment securities were pledged in accordance with federal and state requirements to secure deposits and repurchase agreements.
10.
|
Federal Income Taxes
|
The provision for income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months ended
|
|
|
9 months ended
|
|
(In thousands)
|
|
September 30,
2013
|
|
|
September 30,
2012
|
|
|
September 30,
2013
|
|
|
September 30,
2012
|
|
Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal deferred expense (benefit)
|
|
$
|
171
|
|
|
$
|
(63
|
)
|
|
$
|
165
|
|
|
$
|
(57
|
)
|
Current tax expense
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Valuation allowance
|
|
|
0
|
|
|
|
10
|
|
|
|
(5,868
|
)
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income Tax (Benefit)
|
|
$
|
171
|
|
|
$
|
(53
|
)
|
|
$
|
(5,703
|
)
|
|
$
|
(78
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the rate of taxes at the federal statutory rate are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 months ended
|
|
|
9 months ended
|
|
(In thousands)
|
|
September 30,
2013
|
|
|
September 30,
2012
|
|
|
September 30,
2013
|
|
|
September 30,
2012
|
|
Federal income taxes computed at the expected statutory rate
|
|
$
|
305
|
|
|
$
|
146
|
|
|
$
|
570
|
|
|
$
|
442
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nontaxable dividend and interest income
|
|
|
0
|
|
|
|
(1
|
)
|
|
|
0
|
|
|
|
(15
|
)
|
Increase in cash surrender value of life insurance net
|
|
|
(53
|
)
|
|
|
(128
|
)
|
|
|
(160
|
)
|
|
|
(237
|
)
|
Valuation allowance for deferred tax assets
|
|
|
0
|
|
|
|
10
|
|
|
|
(5,868
|
)
|
|
|
(21
|
)
|
Other
|
|
|
(81
|
)
|
|
|
(80
|
)
|
|
|
(245
|
)
|
|
|
(247
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax provision per consolidated financial statements
|
|
$
|
171
|
|
|
$
|
(53
|
)
|
|
$
|
(5,703
|
)
|
|
$
|
(78
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
The components of the Corporations net deferred tax asset (liability) at September 30, 2013 and
December 31, 2012 are as follows:
|
|
|
|
|
|
|
|
|
Taxes (payable) refundable on temporary
differences at statutory rate:
|
|
|
|
|
|
|
(In thousands)
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
General loan loss allowance
|
|
$
|
3,288
|
|
|
$
|
4,130
|
|
Deferred loan fees
|
|
|
208
|
|
|
|
184
|
|
Deferred compensation
|
|
|
1,421
|
|
|
|
1,046
|
|
Other assets
|
|
|
1,281
|
|
|
|
1,357
|
|
Non-accrual interest
|
|
|
208
|
|
|
|
163
|
|
Unrealized loss on securities designated as available for sale
|
|
|
449
|
|
|
|
0
|
|
Tax credits and low income housing credits
|
|
|
2,429
|
|
|
|
2,134
|
|
NOL carry forward
|
|
|
2,080
|
|
|
|
1,341
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
11,364
|
|
|
|
10,355
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
FHLB stock dividends
|
|
$
|
(1,659
|
)
|
|
$
|
(1,660
|
)
|
Mortgage servicing rights
|
|
|
(1,396
|
)
|
|
|
(1,103
|
)
|
Book versus tax depreciation
|
|
|
(687
|
)
|
|
|
(697
|
)
|
Original issue discount
|
|
|
(673
|
)
|
|
|
(708
|
)
|
Unrealized gain on securities designated as available for sale
|
|
|
0
|
|
|
|
(51
|
)
|
Prepaid expense for FHLB advance restructure
|
|
|
(618
|
)
|
|
|
(140
|
)
|
Purchase price adjustments
|
|
|
(128
|
)
|
|
|
(128
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(5,161
|
)
|
|
|
(4,487
|
)
|
Valuation Allowance
|
|
$
|
0
|
|
|
$
|
(5,868
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset (liability)
|
|
$
|
6,203
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Income tax returns are subject to audit by the IRS. Income tax expense for current and prior periods is subject to adjustment
based upon the outcome of such audits. During 2011, the IRS began an examination of the Corporations tax returns for the year ended December 31, 2009. The examination is near completion. The IRS has taken the position the Corporation took
bad debt deductions prematurely. The Corporation disagrees. The matter has not been resolved at the examination level; therefore, the Corporation has contested the matter at the IRS Office of Appeals. Management believes it is more likely than not
that the Corporation will be successful in the appeals process. If the IRS prevails, the Corporation may be required to repay approximately $1.57 million of tax refunds it had received as a result of a carryback of a net operating loss and the
Corporation will increase their net operating loss tax carry forward by the same amount as the disallowed deduction.
29
CAMCO FINANCIAL CORPORATION
ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operation
Forward Looking Statements
This Managements
Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and this Form 10-Q include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934 (Exchange Act), as amended, which can be identified by the use of forward-looking terminology, such as may, might, could, would, believe, expect, intend, plan, seek, anticipate, estimate, project or continue or the
negative thereof or comparable terminology. All statements other than statements of historical fact included in this document regarding our outlook, financial position and results of operation, liquidity, capital resources and interest rate
sensitivity are forward-looking statements. These forward-looking statements also include, but are not limited to:
|
|
|
anticipated changes in industry conditions created by state and federal legislation and regulations;
|
|
|
|
anticipated changes in general interest rates and the impact of future interest rate changes on our profitability, capital adequacy and the fair value of our financial assets and liabilities;
|
|
|
|
retention of our existing customer base and our ability to attract new customers;
|
|
|
|
the development of new products and services and their success in the marketplace;
|
|
|
|
the adequacy of the allowance for loan losses; and
|
|
|
|
statements regarding our anticipated loan and deposit account growth, expense levels, liquidity and capital resources and projections of earnings.
|
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results to be materially
different from any future results expressed or implied by such forward-looking statements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to
have been correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements also include, but are not limited to:
|
|
|
competition in the industry and markets in which we operate;
|
|
|
|
changes in general interest rates;
|
|
|
|
rapid changes in technology affecting the financial services industry;
|
|
|
|
changes in government regulation; and
|
|
|
|
general economic and business conditions.
|
This MD&A is intended to give stockholders a more comprehensive
review of the issues facing management than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected
financial data elsewhere in this quarterly report. As used herein and except as the context may otherwise require, references to Camco, the Corporation, we, us, or our means, collectively,
Camco Financial Corporation and its wholly owned subsidiary, Advantage Bank (Advantage or the Bank).
Overview
On October 9, 2013, Camco and Huntington Bancshares Incorporated (Huntington) entered into an Agreement and Plan of Merger (Merger
Agreement) pursuant to which Camco will merge into Huntington. Immediately following the merger of Camco into Huntington, Advantage Bank, will be merged into The Huntington National Bank, a national bank wholly-owned by Huntington, with The
Huntington National Bank as the surviving institution.
Under the terms of the Merger Agreement, Camco stockholders will be entitled to receive either
0.7264 shares of Huntington common stock or $6.00 in cash for each share of Camco common stock, subject to proration provisions specified in the Merger Agreement that provide for targeted aggregate split of total consideration of 80% common stock
and 20% cash.
30
The transaction is expected to close in the first half of 2014, subject to the satisfaction of customary closing
conditions, including regulatory approvals and the approval of Camco stockholders.
On October 31, 2013, the Consent Order that was issued on
February 9, 2012, to Advantage Bank of Cambridge, Ohio (Advantage), a wholly-owned subsidiary of Camco Financial Corporation (CAFI), by the Federal Deposit Insurance Corporation (FDIC) and State of Ohio, Division of Financial Institutions (Ohio
Division) was terminated.
See
Capital Requirements below for additional information.
Management has continued its focus on managing credit, while
reducing risk and concentrations within the loan portfolio and maintaining sufficient liquidity while increasing capital levels. Advantage has experienced improving trends in asset quality metrics over the past few years. Nonperforming loans
continue to decrease, which demonstrates our continued diligence in managing our delinquencies and working with our loan customers in order to reduce losses for them as well as our Corporation. Additionally, the amount of classified loans has
decreased not only due to charge offs and sales of various assets, but also due to upgrading the loan quality ratings of various commercial loans due to improved borrower financial performance combined, in some cases, with restructured credit
facilities, which has resulted in lower provisions for loan losses.
Current results include continued increases in the sales of the real estate owned
portfolio. These sales contribute to the decrease of our classified assets and will result in a reduction of future expenses related to managing the properties, taxes and upkeep.
Non-accruals have decreased $36.4 million, or 69.9%, to $15.7 million at September 30, 2013 since the peak of $52.1 million at December 31, 2008 and
$3.9 million, or 19.9% since December 31, 2012. Additionally, charge offs have decreased from $22.8 million for the twelve months ending December 31, 2009 to $2.0 million for the nine months ending September 30, 2013. While the charge
offs contributed to the decrease in non-accrual loans, it is important to note that $30.8 million of the charge offs were related to commercial originations from 2005 through 2008. Yet, commercial originations from 2009 through 2013 only have losses
of $926,000. We acknowledge that the loans originated in 2012 and 2013 are not completely seasoned but the trending has positive attributes and significant differences that relate to loan policy underwriting changes initiated by the Banks
executive management team, coupled with changes in the commercial credit department and added oversight of the special assets department. If, as we expect, charge offs continue to stabilize and credit quality improves, less allowance for loan and
lease losses will be required to maintain an adequate reserve.
See
Note 7 to the Consolidated Financial Statements, Allowance for Loan Losses, for additional schedules related to trending and progress.
Discussion of Financial Condition Changes from December 31, 2012 to September 30, 2013
At September 30, 2013, Camcos consolidated assets totaled $760.8 million, a decrease of $3.5 million, or 0.5%, from December 31, 2012. The
decline in total assets resulted from decreased cash levels as a result of decreased deposit balances, partially offset by increased loans receivable, investments available for sale and recording 100% of the deferred tax assets (DTA).
Residential and commercial loan production increased in 2013 due primarily to additional residential lenders hired in the Columbus, Ohio market area and
the renewed ability to generate commercial loans as Advantage previously reduced concentration limits and is now within all concentration policy limits and regulatory standards. This increased production has only slightly increased our portfolio
growth which has been offset by payoffs. This has also affected our yield on loans, as we continue to have payoffs and adjustable rate loans re-price and originate new loans in the current lower rate environment. We expect the yield on loans to
continue to decrease slightly throughout 2013.
Cash and interest-bearing deposits in other financial institutions totaled $17.2 million at
September 30, 2013, a decrease of $41.2 million, or 70.6%, from December 31, 2012. Cash has been deployed into loans and investments that are available for sale to improve interest income while ensuring that liquidity remains adequate.
As of September 30, 2013, securities totaled $101.9 million, an increase of $15.7 million, or 18.3%, from December 31, 2012, due to the
purchase of $72.5 million in securities, which was offset partially by the sale of $24.0 million in securities, coupled with principal repayments and maturities of $31.3 million and a decrease in the market value of $1.5 million. The sold securities
locked in $61,000 of gains in the first nine months of 2013. At the time of sale, cash related to the sale was transferred to the Federal Reserve account which earned 25 basis points and shortly after, the Bank reinvested the majority of liquid
funds in securities in order to obtain higher yields while maintaining adequate liquidity.
31
Loans receivable, including loans held for sale, totaled $578.8 million at September 30, 2013, an increase
of $17.7 million, or 3.2%, from December 31, 2012. The increase resulted primarily from loan disbursements totaling $258.6 million offset partially by principal repayments of $158.6 million and loan sales of $83.3 million and $2.4 million.
Loan originations during the nine-month period ended September 30, 2013 included $144.2 million of commercial loans, $103.9 million in loans secured by
one- to four-family residential real estate and $14.0 million in consumer and other loans. Our intent is to continue to service our communities in one- to four-family residential, consumer and commercial real estate lending in the future and
continue with our strategic plan of generating additional lending opportunities and core relationships.
During the first nine months of 2013, the average
yield on loans was 4.79%, a decrease of 40 basis points as compared to 5.19% for the same period in 2012. The decrease in yield is due to lower effective rates in the loan portfolio during 2013 in connection with the low interest rate environment.
As we continue to have payoffs and adjustable rate loans re-price and we originate new loans in the current low rate environment, we expect the yield on loans to continue to decrease slightly throughout 2013.
The allowance for loan losses totaled $9.7 million and $12.1 million at September 30, 2013 and December 31, 2012, respectively, representing 65.1%
and 62.0% of nonperforming loans, respectively, at those dates. Nonperforming loans (loans with more than three payments delinquent plus nonaccrual loans) totaled $14.9 million and $19.6 million at September 30, 2013 and December 31, 2012,
respectively, constituting 2.5% and 3.4% of total net loans, including loans held for sale. See Note 7Allowance for Loan Losses, above for additional information related to change in allowance and delinquency. Net charge-offs totaled $2.0
million and $1.6 million for the nine months ended September 30, 2013 and September 30, 2012, respectively.
Nonaccrual status denotes loans
greater than three payments past due, loans for which, in the opinion of management, the collection of additional interest is unlikely, or loans that meet nonaccrual criteria as established by regulatory authorities. Payments received on a
nonaccrual loan are either applied to the outstanding principal balance or recorded as an asset which holds the interest income, depending on managements assessment of the collectability of the loan.
At September 30, 2013, the Corporations other real estate owned (REO) consisted of 124 repossessed properties with a net book value of $5.6
million, a decrease of $4.9 million, compared to December 31, 2012, due to increased sales, including the sale of a golf course and land lots for $3.2 million. Initial loss and the write down to market value is recorded as a charge to the
allowance for loan losses. Thereafter, if there is a further deterioration in value, a specific valuation allowance is established and charged to operations. The Corporation reflects costs to carry REO as period costs. When property is acquired
through foreclosure or deed in lieu of foreclosure, it is initially recorded at the fair value of the related assets at the date of foreclosure, less estimated costs to sell the property.
The Corporation works with borrowers to avoid foreclosure if possible. Furthermore, if it becomes inevitable that a borrower will not be able to retain
ownership of the property, the Corporation often seeks a deed in lieu of foreclosure in order to gain control of the property earlier in the recovery process. The strategy of pursuing deeds in lieu of foreclosure more aggressively should result in a
reduction in the holding period for nonperforming assets and ultimately reduce economic losses.
Prepaid expenses and other assets increased $8.3 million
primarily due to the reversal of the Corporations DTA valuation allowance of approximately $6.5 million in the second quarter of 2013. The DTA valuation allowance recovery is the result of sustained profitability and improving credit quality
that has led to significantly lower credit costs. This, along with a reasonable expectation of continued profitability, has prompted management to determine that the tax assets would more likely than not be recovered through future taxable income
and that maintaining the entire valuation allowance was no longer necessary. The DTA includes a gross net operating loss carry forward of approximately $6.1 million, which will be used in future periods to reduce income tax payments.
32
Deposits totaled $609.0 million at September 30, 2013, a decrease of $18.2 million, or 2.9%, from the total
at December 31, 2012. The following table details our deposit portfolio balances and the average rate paid on our deposit portfolio at September 30, 2013 and December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2013
|
|
|
December 31, 2012
|
|
|
Change
|
|
(Dollars in thousands)
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
|
Balance
|
|
|
Rate
|
|
Noninterest-bearing demand
|
|
$
|
78,778
|
|
|
|
0.00
|
%
|
|
$
|
76,490
|
|
|
|
0.00
|
%
|
|
$
|
2,288
|
|
|
|
0.00
|
%
|
Interest-bearing demand
|
|
|
70,114
|
|
|
|
0.11
|
|
|
|
70,472
|
|
|
|
0.13
|
|
|
|
(357
|
)
|
|
|
(0.02
|
)
|
Money market demand accounts
|
|
|
117,655
|
|
|
|
0.25
|
|
|
|
121,437
|
|
|
|
0.24
|
|
|
|
(3,782
|
)
|
|
|
(0.01
|
)
|
Savings accounts
|
|
|
56,408
|
|
|
|
0.05
|
|
|
|
54,726
|
|
|
|
0.05
|
|
|
|
1,682
|
|
|
|
0.00
|
|
Total certificate accounts
|
|
|
286,057
|
|
|
|
1.16
|
|
|
|
304,099
|
|
|
|
1.28
|
|
|
|
(18,042
|
)
|
|
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
609,012
|
|
|
|
0.61
|
%
|
|
$
|
627,224
|
|
|
|
0.69
|
%
|
|
$
|
(18,211
|
)
|
|
|
(0.07
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in certificates of deposit was primarily due to decreases in non-core customers (customers who only have a
certificate of deposit account with the Bank). We continue to focus and implement our strategy of improving the long-term funding mix of the Banks deposit portfolio by developing core relationships with customers within our
communities, and adding commercial and retail checking accounts. During the third quarter of 2013 new consumer checking accounts were implemented along with a debit card rewards program. The Bank is focused on its collection of core deposits. Core
deposit balances, generated from customers throughout the Banks branch network, are generally a stable source of funds similar to long-term funding, but core deposits such as checking and savings accounts are typically less costly than
alternative fixed-rate funding. The Corporation believes that this cost advantage makes core deposits a superior funding source, in addition to providing cross-selling opportunities and fee income possibilities.
Advances from the Federal Home Loan Bank (FHLB) and other borrowings totaled $71.4 million at September 30, 2013, an increase of $7.2
million, or 11.2%, from the total at December 31, 2012. The increase in borrowings was primarily due to increased balances in borrowings related to increased loans receivable net.
Stockholders equity totaled $67.5 million at September 30, 2013, an increase of $7.7 million, or 12.9%, from December 31, 2012. The increase
resulted primarily from the tax benefit associated with the reversal of the DTA valuation allowance of approximately $5.9 million, coupled with before tax earnings of $1.7 million.
See
the Consolidated Statements of Stockholders Equity
for additional information.
Comparison of Results of Operations for the Nine Months Ended September 30, 2013 and 2012
Camcos net earnings for the nine months ended September 30, 2013, totaled $7.4 million, an increase of $6.0 million, from the net earnings of $1.4
million reported in the comparable 2012 period. The increase in earnings was primarily attributable to the reversal of our DTA. The DTA valuation allowance recovery is the result of sustained profitability and improving credit quality that has led
to significantly lower credit costs. This, along with a reasonable expectation of continued profitability, has prompted management to determine that the tax assets would more likely than not be recovered through future taxable income and that
maintaining the entire valuation allowance was no longer necessary. On a diluted per share basis, net earnings for the nine months ended September 30, 2013, were $0.50 compared to $0.19 in the nine months ended September 30, 2012. There
were 14.7 million and 7.4 million diluted weighted shares outstanding for the first nine months of 2013 and 2012, respectively. The year-over-year increase of diluted shares outstanding is principally due to common shares issued in the
Companys stock offering completed in the fourth quarter 2012.
Net Interest Income
Net interest income totaled $16.5 million for the nine months ended September 30, 2013, a decrease of $1.6 million or 8.7%, compared to the nine month
period ended September 30, 2012, generally reflecting the effects of the balance sheet movement in the different types of earning assets, their respective average balances and the average yield. Due to these changes, the yield on earning assets
decreased 62 basis points to 3.97% for the nine months ended September 30, 2013 compared to 4.59% for the nine months ended September 30, 2012. This decrease was partially offset by a 32 basis point decrease in interest bearing
liabilities. The decrease was primarily related to decreased certificates of deposit average balances, which have higher costs than core deposits, coupled with the maturity and payoff of $10.0 million of advances in 2012 and the restructure of $25.0
million of advances in July of 2013.
33
The following table presents for the periods indicated the total dollar amount of interest income from average
interest-earning assets and the resulting yields, the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. The table does not reflect any effect of income taxes. Balances are
based on the average of month-end balances, which, in the opinion of management, do not differ materially from daily balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Nine Months Ended September 30,
(Dollars in thousands)
|
|
Average
outstanding
balance
|
|
|
Interest
earned /
paid
|
|
|
Average
yield/
rate
|
|
|
Average
outstanding
balance
|
|
|
Interest
earned /
paid
|
|
|
Average
yield/
Rate
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable
(1)
|
|
$
|
554,650
|
|
|
$
|
19,905
|
|
|
|
4.79
|
%
|
|
$
|
601,849
|
|
|
$
|
23,434
|
|
|
|
5.19
|
%
|
Securities
|
|
|
88,953
|
|
|
|
483
|
|
|
|
0.72
|
%
|
|
|
62,961
|
|
|
|
350
|
|
|
|
0.74
|
%
|
FHLB stock
|
|
|
9,888
|
|
|
|
314
|
|
|
|
4.23
|
%
|
|
|
9,888
|
|
|
|
321
|
|
|
|
4.33
|
%
|
Other interest-bearing accounts
|
|
|
43,237
|
|
|
|
65
|
|
|
|
0.20
|
%
|
|
|
25,123
|
|
|
|
9
|
|
|
|
0.05
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
696,728
|
|
|
|
20,767
|
|
|
|
3.97
|
%
|
|
|
699,821
|
|
|
|
24,114
|
|
|
|
4.59
|
%
|
Noninterest-earning assets
(2)
|
|
|
62,620
|
|
|
|
|
|
|
|
|
|
|
|
71,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets
|
|
$
|
759,348
|
|
|
|
|
|
|
|
|
|
|
$
|
771,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
543,603
|
|
|
$
|
3,012
|
|
|
|
0.74
|
%
|
|
$
|
570,811
|
|
|
$
|
4,191
|
|
|
|
0.98
|
%
|
FHLB advances and other
|
|
|
65,744
|
|
|
|
1,241
|
|
|
|
2.52
|
%
|
|
|
73,650
|
|
|
|
1,836
|
|
|
|
3.32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
609,347
|
|
|
|
4,253
|
|
|
|
0.93
|
%
|
|
|
644,461
|
|
|
|
6,027
|
|
|
|
1.25
|
%
|
Noninterest-bearing deposits
|
|
|
75,505
|
|
|
|
|
|
|
|
|
|
|
|
67,406
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities
|
|
|
11,748
|
|
|
|
|
|
|
|
|
|
|
|
12,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average liabilities
|
|
|
696,600
|
|
|
|
|
|
|
|
|
|
|
|
724,701
|
|
|
|
|
|
|
|
|
|
Total average stockholders equity
|
|
|
62,748
|
|
|
|
|
|
|
|
|
|
|
|
46,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
759,348
|
|
|
|
|
|
|
|
|
|
|
$
|
771,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/Interest rate spread
|
|
|
|
|
|
$
|
16,514
|
|
|
|
3.04
|
%
|
|
|
|
|
|
$
|
18,087
|
|
|
|
3.34
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
(3)
|
|
|
|
|
|
|
|
|
|
|
3.16
|
%
|
|
|
|
|
|
|
|
|
|
|
3.45
|
%
|
Average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
114.3
|
%
|
|
|
|
|
|
|
|
|
|
|
108.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes loans held for sale. Loan fees are immaterial.
|
(2)
|
Includes nonaccrual loans, mortgage servicing rights and allowance for loan losses.
|
(3)
|
Net interest income as a percent of average interest-earning assets.
|
Interest income on loans totaled $19.9
million for the nine months ended September 30, 2013, a decrease of $3.5 million, or 15.0%, from the comparable 2012 period. The decrease resulted primarily from a decrease in the average balance outstanding of $47.2 million, or 7.8%, from the
comparable 2012 period. This is primarily related to slower commercial production in 2012 coupled with large payoffs that outpaced the rates of the new production. The decrease in average loans is causing part of the decreased yield due to existing
loans with higher rates being paid-off and new loans with lower interest rates being originated. This created a 40 basis point decrease in the average yield on loans.
Interest income on securities totaled $483,000 for the nine months ended September 30, 2013, an increase of $133,000, or 38.0%, from the first nine
months of 2012. The increase was due primarily to a $26.0 million, or 41.3%, increase in the average balance from the comparable 2012 period, which was offset partially by a 2 basis point decrease in the average yield to 0.72% for the 2013 period.
In March 2013, we sold $24.0 million of investments for a gain on sale of $61,000 and have purchased new investments with additional cash on hand. These investments are longer in term to help support the net interest margin.
34
Dividend income on FHLB stock is paid a quarter in arrears and decreased 10 basis points from the first nine
months of 2012. Interest income on other interest bearing accounts increased as excess cash was moved to the Federal Reserve, which paid 25 basis points on the balance through September 30, 2013. We will continue to deploy cash when available
by paying down advances and borrowings in order to generate additional income.
Interest expense on deposits totaled $3.0 million for the nine months
ended September 30, 2013, a decrease of $1.2 million, or 28.1%, compared to the same period in 2012 due primarily to a 24 basis point decrease in the average cost of interest bearing deposits to 0.74% in the current period, coupled with a $27.2
million, or 4.8%, decrease in average interest bearing deposits outstanding. While the cost of deposits was lower in 2013 compared to 2012, the cost of funds in 2013 is expected to stabilize as rates have been at low levels for the past few years.
However, we will continue to re-price certificates of deposit in the current lower interest rate environment in 2013, which should decrease costs slightly if rates continue to be at the current low levels. Although, competitive pressures may limit
our ability to reduce interest rates paid on deposits.
Interest expense on borrowings totaled $1.2 million for the nine months ended September 30,
2013, a decrease of $595,000, or 32.4%, from the same nine month period of 2012. The decrease resulted primarily from a $7.9 million, or 10.7%, decrease in the average borrowings outstanding, coupled by a 80 basis point decrease in the average cost
of borrowings to 2.52%. This decrease is due to the restructure of some of our FHLB advances in 2012. In July 2013, we restructured an additional $25.0 million of advances with an average yield of 4.02%. We replaced these advances with $25.0 million
of fixed rate advances with an average yield of 1.49%. The restructure included a prepayment fee of $444,000, which is amortized over the life of the advances, which increases the effective interest rate on the advances to 3.27%, a decrease of 75
basis points below the previous yield. This will be a monthly savings of approximately $15,000.
Provision for Losses on Loans
A provision for losses on loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on
historical experience, the volume and type of lending conducted by the Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Banks market areas, and other
factors related to the collectability of the Banks loan portfolio.
Non accruals have decreased $38.6 million, or 72.1%, to $14.9 million at
September 30, 2013 since the peak at December 31, 2008 and $4.7 million, or 24.2%, since December 31, 2012. Additionally, charge offs have decreased from $22.5 million for the twelve months ending December 31, 2009 to $2.6
million for the nine months ending September 30, 2013. While the charge offs contributed to the decrease in non-accrual loans it is important to note that $44.7 million of the charge offs were related to commercial originations from 2005
through 2008. However, commercial originations from 2009 through 2013 only have losses of $1.1 million. We acknowledge that the loans originated in 2012 and 2013 are not fully seasoned but the trending has positive attributes and significant
differences that relate to loan policy underwriting changes initiated by the Banks new executive management team coupled with changes in the commercial credit department and added oversight of the special assets department. As charge offs
continue to stabilize and credit quality improves, less allowance for loan and lease losses is required to maintain an adequate reserve.
See
Note 7Allowance for Loan Losses and related tables above in the notes to consolidated financial
statements.
Camcos net loan charge-offs and provision for loan losses in recent years have been impacted by workout activities related to existing
impaired loans. Managements continued efforts have included negotiating reduced payoffs and the sale of underlying collateralor short sales coupled with charging down values to net realizable or fair value of the underlying collateral.
Management believes these actions continue to be prudent during the current economic environment.
Based upon an analysis of these factors, the continued
economic outlook and new production, a reduction in the provision for losses on loans of $509,000 was recorded for the nine months ended September 30, 2013. We believe our loans are adequately reserved for probable losses inherent in our loan
portfolio at September 30, 2013. However, there can be no assurance that the loan loss allowance will be adequate to absorb actual losses.
See
Note 7Allowance for Loan Losses above in the notes to consolidated financial statements
for additional information.
Other Income
Other
income totaled $6.0 million for the nine months ended September 30, 2013, an increase of $532,000, or 9.7%, from the comparable 2012 period. The increase in other income was primarily attributable to a $939,000 increase in the valuation of
mortgage servicing rights. The increase is related to an increase in the fair value of the servicing asset. The overall servicing asset increased due to continued loan production and loan sales to the secondary market. The value of the asset
increased due to slightly higher interest rates and slower prepayment speeds.
35
General, Administrative and Other Expense
General, administrative and other expense totaled $21.4 million for the nine months ended September 30, 2013, an increase of $691,000 or 3.3%, from the
comparable period in 2012. The increase in general, administrative and other expense was primarily due to growth initiatives, which were offset partially by lower professional services and lower loan expenses compared to the same period in 2012.
The increase in employee compensation and benefits was primarily due to growth initiatives for increased production levels that increased commissions.
The decrease in professional services was related to non-recurring 2012 expenses including legal expenses related to the completion of our stock offering
in November of 2012.
The decrease in other loan expenses is related to fewer classified assets and the costs of foreclosure and legal processes that are
not considered collectable.
Federal Income Taxes
Federal income tax benefit totaled $5.7 million, for the nine months ended September 30, 2013, compared to a $78,000 benefit in the nine months ended
September 30, 2012. This increase relates to the reversal of the Corporations DTA valuation allowance of approximately $5.9 million. The DTA valuation allowance recovery is the result of sustained profitability and improving credit
quality that has led to significantly lower credit costs. This, along with a reasonable expectation of continued profitability, has prompted management to determine that the tax assets would more likely than not be recovered through future taxable
income and that maintaining the entire valuation allowance was no longer necessary. The DTA includes a gross net operating loss carry forward of approximately $6.1 million which will be used in future periods to reduce income tax payments. The net
operating loss carry forward is expected to decline during 2013 as the Corporation generates taxable income.
Income taxes are provided based on the
liability method of accounting, which includes the recognition of deferred tax assets and liabilities for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. In general,
the Corporation records deferred tax assets when the event giving rise to the tax benefit has been recognized in the consolidated financial statements.
Comparison of Results of Operations for the Three Months Ended September 30, 2013 and 2012
Camcos net earnings for the three months ended September 30, 2013 totaled $727,000, an increase of $243,000, from the net earnings of $484,000
reported in the comparable 2012 period. The increase in earnings was primarily attributable to increased fair value of our mortgage servicing rights coupled with reversal of provision for loan losses. On a diluted per share basis, net earnings for
the three months ended September 30, 2013, were $0.05 compared to $0.07 in the three months ended September 30, 2012. There were 15.1 million and 7.5 million diluted weighted shares outstanding for the three months ended 2013 and
2012, respectively. The year-over-year increase of diluted shares outstanding is principally due to common shares issued in the Companys stock offering completed in the fourth quarter 2012.
Net Interest Income
Net interest income totaled $5.7
million for the three months ended September 30, 2013, a decrease of $324,000 or 5.4%, compared to the three month period ended September 30, 2012, generally reflecting the effects of the balance sheet movement in the different types of
earning assets, their respective average balances and the average yield. Due to these changes, the yield on earning assets decreased 46 basis points to 4.06% for the three months ended September 30, 2013 compared to 4.52% for the three months
ended September 30, 2012. This decrease was partially offset by a 21 basis point decrease in interest bearing liabilities. The decrease was primarily related to decreased certificates of deposit average balances, which have higher costs than
core deposits, coupled with the restructure of $25.0 million of advances in 2013.
36
The following table presents for the periods indicated the total dollar amount of interest income from average
interest-earning assets and the resulting yields, the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. The table does not reflect any effect of income taxes. Balances are
based on the average of month-end balances, which, in the opinion of management, do not differ materially from daily balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Three Months Ended September 30,
(Dollars in thousands)
|
|
Average
outstanding
balance
|
|
|
Interest
earned /
paid
|
|
|
Average
yield/
rate
|
|
|
Average
outstanding
balance
|
|
|
Interest
earned /
paid
|
|
|
Average
yield/
Rate
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable
(1)
|
|
$
|
565,448
|
|
|
$
|
6,724
|
|
|
|
4.76
|
%
|
|
$
|
583,587
|
|
|
$
|
7,522
|
|
|
|
5.16
|
%
|
Securities
|
|
|
102,610
|
|
|
|
194
|
|
|
|
0.76
|
%
|
|
|
78,729
|
|
|
|
131
|
|
|
|
0.67
|
%
|
FHLB stock
|
|
|
9,888
|
|
|
|
105
|
|
|
|
4.25
|
%
|
|
|
9,888
|
|
|
|
104
|
|
|
|
4.21
|
%
|
Other interest-bearing accounts
|
|
|
15,069
|
|
|
|
3
|
|
|
|
0.08
|
%
|
|
|
14,605
|
|
|
|
8
|
|
|
|
0.22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
693,015
|
|
|
|
7,026
|
|
|
|
4.06
|
%
|
|
|
686,809
|
|
|
|
7,765
|
|
|
|
4.52
|
%
|
Noninterest-earning assets
(2)
|
|
|
64,827
|
|
|
|
|
|
|
|
|
|
|
|
75,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average assets
|
|
$
|
757,842
|
|
|
|
|
|
|
|
|
|
|
$
|
762,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
535,153
|
|
|
$
|
979
|
|
|
|
0.73
|
%
|
|
|
565,020
|
|
|
$
|
1,235
|
|
|
|
0.87
|
%
|
FHLB advances and other
|
|
|
67,873
|
|
|
|
386
|
|
|
|
2.27
|
%
|
|
|
68,908
|
|
|
|
545
|
|
|
|
3.16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
603,026
|
|
|
|
1,365
|
|
|
|
0.91
|
%
|
|
|
633,928
|
|
|
|
1,780
|
|
|
|
1.12
|
%
|
Noninterest-bearing deposits
|
|
|
76,673
|
|
|
|
|
|
|
|
|
|
|
|
69,543
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing liabilities
|
|
|
11,733
|
|
|
|
|
|
|
|
|
|
|
|
11,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total average liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
715,455
|
|
|
|
|
|
|
|
|
|
Total average stockholders equity
|
|
|
66,410
|
|
|
|
|
|
|
|
|
|
|
|
47,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
757,842
|
|
|
|
|
|
|
|
|
|
|
$
|
762,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income/Interest rate spread
|
|
|
|
|
|
$
|
5,661
|
|
|
|
3.15
|
%
|
|
|
|
|
|
$
|
5,985
|
|
|
|
3.40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
(3)
|
|
|
|
|
|
|
|
|
|
|
3.27
|
%
|
|
|
|
|
|
|
|
|
|
|
3.49
|
%
|
Average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
114.9
|
%
|
|
|
|
|
|
|
|
|
|
|
108.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes loans held for sale. Loan fees are immaterial.
|
(2)
|
Includes nonaccrual loans, mortgage servicing rights and allowance for loan losses.
|
(3)
|
Net interest income as a percent of average interest-earning assets.
|
Interest income on loans totaled $6.7
million for the three months ended September 30, 2013, a decrease of $798,000, or 10.6%, from the comparable 2012 period. The decrease resulted primarily from a decrease in the average balance outstanding of $18.1 million, or 3.1%, from the
comparable 2012 period. This is primarily related to slower commercial production throughout 2012 coupled with large payoffs that outpaced the rates of the new production. The decrease in average loans is causing part of the decreased yield due to
the new loans being generated in our current low interest rate environment. This created a 40 basis point decrease in the average yield on loans.
Interest income on securities totaled $194,000 for the three months ended September 30, 2013, an increase of $63,000, or 48.1%, from the comparable 2012
period. The increase was due primarily to a $23.9 million, or 30.3%, increase in the average balance from the comparable 2012 period coupled with a 9 basis point increase in the average yield to 0.76% for the 2013 period.
Interest expense on deposits totaled $979,000 for the three months ended September 30, 2013, a decrease of $256,000, or 20.7%, compared to the same
period in 2012 due primarily to a 14 basis point decrease in the average cost of interest bearing deposits to 0.73% in the current period, coupled with a $29.9 million, or 5.3%, decrease in average interest bearing deposits outstanding. While the
cost of deposits was lower in 2013 compared to 2012, the cost of funds in 2013 is expected to stabilize as rates have been at low levels for the past few years. However, we will continue to re-price certificates of deposit in the current low
interest rate environment in 2013, which could decrease costs slightly if rates continue to be at the current low levels. Although, competitive pressures may limit our ability to reduce interest rates paid on deposits.
37
Interest expense on borrowings totaled $386,000 for the three months ended September 30, 2013, a decrease of
$159,000, or 29.2%, from the same three month period of 2012. The decrease resulted primarily from a 89 basis point decrease in the average cost of borrowings to 2.27% coupled with a $1.0 million, or 1.5%, decrease in the average borrowings
outstanding balance. This decrease in expense is due to the restructure of $25.0 million of advances with an average yield of 4.02%. We replaced these advances with $25.0 million of fixed rate investments with a yield of 1.49%. The restructure
included a prepayment fee of $444,000 which increases the effective interest rate on advances to 3.27% which is a decrease of 75 basis points below the previous yield. This will be a monthly savings of approximately $15,000.
Provision for Losses on Loans
A provision for losses on
loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Bank, the status of past due principal and
interest payments, general economic conditions, particularly as such conditions relate to the Banks market areas, and other factors related to the collectability of the Banks loan portfolio.
Based upon an analysis of these factors, the continued economic outlook and new production, a reduction in the provision for losses on loans of $609,000 was
recorded for the three months ended September 30, 2013. We believe our loans are adequately reserved for probable losses inherent in our loan portfolio at September 30, 2013. However, there can be no assurance that the loan loss allowance
will be adequate to absorb actual losses.
See
Note 7Allowance for Loan Losses above in the notes to consolidated financial statements for additional information.
Other Income
Other income totaled $1.9 million for the
three months ended September 30, 2013, an increase of $30,000, or 1.6%, from the comparable 2012 period. The increase in other income was primarily attributable to a $522,000 increase in the valuation of mortgage servicing rights, which is
related to an increase in the servicing asset coupled with the increase in the value of the asset. The overall servicing asset increased due to continued loan production and loan sales to the secondary market. The value of the asset increased due to
slightly higher interest rates and slower prepayment speeds. This increase was offset by a decrease in gain on sale of loans of $382,000 related to tighter pricing. Additionally, late charges, rent and other decreased related to FAS 133 values
linked to a reduction in the pipeline.
General, Administrative and Other Expense
General, administrative and other expense totaled $7.3 million for the three months ended September 30, 2013, an increase of $305,000, or 4.4%, from the
comparable period in 2012. The increase in general, administrative and other expense was primarily due to growth initiatives and accruals related to incentives.
Federal Income Taxes
The Federal income tax expense
recorded for the three months ended September 30, 2013, was $171,000 compared to a $53,000 benefit in the three months ended September 30, 2012. This increase relates to net benefit of $727,000 for the three months ended September 30,
2013. The net operating loss carry forward balance is approximately $6.1 million which will be used in future periods to reduce income tax payments. The net operating loss carry forward is expected to decline during 2013 and into 2014 as the
Corporation generates taxable income.
Income taxes are provided based on the liability method of accounting, which includes the recognition of deferred
tax assets and liabilities for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. In general, the Corporation records deferred tax assets when the event giving rise to
the tax benefit has been recognized in the consolidated financial statements.
38
Capital Requirements
Camco is subject to the regulatory capital requirements of the Federal Reserve Board (the FRB) and Advantage is subject to the requirements of the
FDIC and Ohio Division of Financial Institutions (the Division). Failure to meet minimum capital requirements can initiate certain mandatory
-
and possibly additional discretionary
-
actions by regulators that, if undertaken, could have a direct material effect on the Corporations consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation
and Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The FRB and FDIC have adopted risk-based capital ratio guidelines to which the Corporation is subject. The guidelines establish a systematic analytical
framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet commitments to four
risk-weighting categories, with higher levels of capital being required for the categories perceived as representing greater risk.
These guidelines
divide the capital into two tiers. The first tier (Tier I) includes common equity, certain non-cumulative perpetual preferred stock (excluding auction rate issues) and minority interests in equity accounts of consolidated subsidiaries,
less goodwill and certain other intangible assets (except mortgage servicing rights and purchased credit card relationships, subject to certain limitations). Supplementary (Tier II) capital includes, among other items, cumulative
perpetual and long-term limited-life preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan losses, subject to certain limitations, less required deductions. Banks and
bank holding companies are required to maintain a total risk-based capital ratio of 8%, of which 4% must be Tier I capital. The regulatory agencies may, however, set higher capital requirements when particular circumstances warrant. Banks
experiencing or anticipating significant growth are expected to maintain capital ratios, including tangible capital positions, well above the minimum levels.
The FDIC and Division issued a consent order to Advantage on February 9, 2012 (the Consent Order). The Consent Order requires Advantage to,
among other things, (i) increase its Tier I leverage capital to 9% by March 31, 2012; and (ii) seek regulatory approval prior to declaring or paying any cash dividend. Therefore, Advantage must maintain 9% Tier I Capital to be deemed
adequately capitalized. As a result of the Consent Order, Advantage remains disqualified as a public depository under Ohio law and will incur higher premiums for FDIC insurance of its accounts. Currently, Advantage is not in compliance
with the Tier I capital requirement of the Consent Order.
On November 8, 2012, Camco announced the successful closing of its $10.0 million offering.
Our current stockholders, along with unsolicited commitments from directors and officers allowed us to sell the full $10.0 million in common stock without the need to solicit shares externally in the public offering phase. Camco issued 5,714,286
shares of common stock at $1.75 per share and warrants to acquire 2,857,143 shares of common stock at an exercise price of $2.10, which warrants will expire on November 6, 2017. The total proceeds of the common stock offering were $9.4 million,
net of offering costs of $619,000. Net proceeds of $9.4 million were invested in Advantage to improve its regulatory capital position.
The Consent Order
issued to Advantage Bank of Cambridge, Ohio (Advantage), a wholly-owned subsidiary of Camco Financial Corporation (CAFI), by the Federal Deposit Insurance Corporation (FDIC) and State of Ohio, Division of Financial Institutions (Ohio Division) on
October 31, 2013 was terminated. Advantage has entered into an understanding with the FDIC and Ohio Division that it will submit certain plans and reports to the FDIC and the Ohio Division, to seek the FDICs and Ohio Divisions prior
consent before issuing any dividends to CAFI, and to maintain its Tier 1 Leverage Capital Ratio at a minimum of 8.50% and its Total Risk Based Capital Ratio at a minimum of 12.00%. At September 30, 2013 Advantages Tier 1 Leverage Capital
Ratio was 8.88% and its Total Risk Based Capital Ratio was 12.91%.
Federal law prohibits a financial institution from making a capital distribution to
anyone or paying management fees to any person having control of the institution if, after such distribution or payment, the institution would be undercapitalized. Additionally, the payment of dividends by Advantage Bank to its parent and by Camco
to stockholders is subject to restriction by regulatory agencies. These restrictions normally limit dividends from the Bank to the sum of the Banks current and prior two years earnings, as defined by the agencies.
On April 30, 2009, Camco was notified by the FRB that it had conducted a surveillance review as of December 31, 2008. Based on that
review, the FRB notified Camco that it must (i) eliminate stockholder dividends and (ii) defer interest payments on its 30-year junior subordinated deferrable interest notes that were issued to its wholly-owned subsidiary, Camco Statutory
Trust I, in its trust preferred financing that was completed in July 2007. Camco and Camco Statutory Trust I are permitted to defer interest and dividend payments, respectively, for up to five consecutive years without resulting in a default. Camco
may not resume these dividend or interest payments until it receives approval from the FRB.
39
These prohibitions imposed by the FRB were memorialized in a written agreement (the Camco Agreement)
with the FRB on August 5, 2009. The Camco Agreement memorializes the requirements imposed on April 30, 2009 and requires Camco to obtain FRB approval prior to: (i) declaring or paying any dividends; (ii) receiving dividends or
any other form of payment representing a reduction in capital from Advantage; (iii) making any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities; (iv) incurring, increasing or
guaranteeing any debt; or (v) repurchasing any Camco stock.
A material failure to comply with the provisions of any of the Corporations
agreements could result in additional enforcement actions by the FDIC, the Division or the FRB.
Liquidity and Capital Resources
Liquidity is the Corporations ability to generate adequate cash flows to meet the demands of its customers and provide adequate flexibility for the
Corporation to take advantage of market opportunities. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Corporations principal sources of
funds are deposits; amortization, prepayments and sales of loans; maturities, sales and principal receipts from securities; borrowings; and operations. Managing liquidity entails balancing the need for cash or the ability to borrow against the
objectives of maximizing profitability and minimizing interest rate risk. The most liquid types of assets typically carry the lowest yields.
Camco is a
single bank holding company and its primary ongoing source of liquidity is dividends received from the Bank. Currently, the 2012 Consent Order prohibits the Bank from paying a dividend to Camco without prior approval of the FDIC and Division.
Further, as a result of entering into the Camco Agreement with the FRB, we are prohibited from paying dividends to our stockholders without first obtaining the approval of the FRB. Camco currently has $5.0 million outstanding trust preferred
securities with a maturity date of 2037. Camcos agreement regarding these securities provides for a deferment of interest payment for up to 20 consecutive quarters without default. Based on notification received from the FRB on April 30,
2009, Camco was required to exercise this provision to defer interest payments and has deferred a total of 18 quarters as of September 30, 2013. If the Corporation desires to raise funds in the future, it may consider engaging in further
offerings of preferred securities, debentures or other borrowings as well as issuance of capital stock, but any such strategic decisions would require regulatory approval. Our ability to pay dividends to stockholders is dependent on our net
earnings.
We monitor and assess liquidity needs daily in order to meet deposit withdrawals, loan commitments and expenses. Camcos liquidity
contingency funding plan identifies liquidity thresholds and red flags that may evidence liquidity concerns or future crises. The contingency plan details specific actions to be taken by management and the Board of Directors. It also identifies
sources of emergency liquidity, both asset and liability-based, should we encounter a liquidity crisis. In conjunction with the Corporations asset/liability and interest rate risk management activities, we actively monitor liquidity risk and
analyze various scenarios that could impact or impair Camcos ability to access emergency funding during a liquidity crisis.
Liquid assets consist
of cash and interest-bearing deposits in other financial institutions, investments and mortgage-backed securities. At this time, none of our investment portfolio is expected to mature, prepay or be called during 2013.
Additional sources of liquidity include deposits, borrowings and principal and interest repayments on loans. While scheduled loan repayments and maturing
investments are relatively predictable, deposit flows and early loan and security prepayments are more influenced by interest rates, general economic conditions, and competition and are difficult to predict.
Diversified and reliable sources of wholesale funds are utilized to augment core deposit funding. Borrowings may be used to compensate for reduction in other
sources of funds or to support lending activities. The Bank utilizes certain loans and FHLB stock to provide collateral to support its borrowing needs. However, depositor or counterparty behavior could change in response to competition, economic or
market situations or other unforeseen circumstances, which could have liquidity implications that may require different strategic or operational actions. One source of wholesale funding is brokered deposits. Consistent with its risk management
policy and in response to the general tightening of credit and liquidity conditions in the financial markets at large, in the past, the Bank has utilized brokered deposits. However, at September 30, 2013, Advantage did not have any such
deposits.
40
Approximately $178.6 million of the Corporations certificate of deposit portfolio is scheduled to mature
during 2013. Depositors continue to invest in short-term certificates or other issuances with maturities of less than 18 months. This places additional liquidity pressure on the Corporation as competition for deposits is very strong in Ohio,
Kentucky and West Virginia. A material loss of these short-term deposits could force us to seek funding through contingency sources, which may negatively impact earnings.
FHLB advances are another funding source. In the past, Camco has depended heavily on borrowings to fund balance sheet growth. While significant strategic and
tactical focus is currently being placed on deposit growth, borrowings and additional borrowing capacity at the FHLB are vital sources of liquidity. We have approximately $95.0 million of additional borrowing capacity available as of
September 30, 2013. However, our total borrowing capacity at the FHLB is dependent on the level of eligible collateral assets held by the Bank and the Banks credit rating with the FHLB. Our total borrowing capacity with the FHLB has
decreased to $154.4 million at September 30, 2013, from $170.9 million at December 31, 2012. This capacity is based on the pledging of our one- to four- family, multi-family mortgage, commercial real estate and home equity lines of credit.
We plan to continue to monitor our funding sources, but recognize that our current credit risk profile may restrict these sources. Our Funds Management
Group, an internal committee, will monitor deposit rates in our markets to allow for competitive pricing to raise funds while also monitoring loan activity to provide for the liquidity needs of the Bank.
The following table sets forth information regarding the Banks obligations and commitments to make future payments under contract as of
September 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period
|
|
|
|
Less
than
1 year
|
|
|
1 3
Years
|
|
|
3 5
years
|
|
|
More
than
5 years
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations
|
|
$
|
377
|
|
|
$
|
583
|
|
|
$
|
263
|
|
|
$
|
0
|
|
|
$
|
1,223
|
|
Advances from the FHLB
|
|
|
6,441
|
|
|
|
27,202
|
|
|
|
25,155
|
|
|
|
679
|
|
|
|
59,477
|
|
Repurchase agreements
|
|
|
6,931
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,931
|
|
Certificates of deposit
|
|
|
178,642
|
|
|
|
95,644
|
|
|
|
14,768
|
|
|
|
33
|
|
|
|
289,087
|
|
Subordinated debentures
(1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,000
|
|
|
|
5,000
|
|
Ohio equity funds for housing
|
|
|
99
|
|
|
|
191
|
|
|
|
157
|
|
|
|
0
|
|
|
|
447
|
|
Deferred Compensation
|
|
|
223
|
|
|
|
440
|
|
|
|
419
|
|
|
|
936
|
|
|
|
2,018
|
|
Amount of commitments expiring per period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to originate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving open-end lines secured by 1-4 residential properties
|
|
$
|
36,170
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
36,170
|
|
Commercial and industrial loans
|
|
|
76,329
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
76,329
|
|
One- to four-family construction loan
|
|
|
6,624
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,624
|
|
Commercial real estate, other construction loan and land development
|
|
|
17,709
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
17,709
|
|
All other unused commitments
|
|
|
20,901
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
20,901
|
|
Letters of credit
|
|
|
1,629
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
352,075
|
|
|
$
|
124,060
|
|
|
$
|
40,762
|
|
|
$
|
6,648
|
|
|
$
|
523,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The subordinated debentures are redeemable at Camcos option. The debentures mature on September 15, 2037.
|
We anticipate that we will have sufficient funds available to meet our current loan commitments. Based upon historical deposit flow data, the Banks
competitive pricing in its market and managements experience, we believe that a significant portion of our core maturing certificates of deposit in 2013 will remain with the Bank, but recognize the significance of the risks
discussed above. Additionally, as of September 30, 2013, the Bank had approximately $108.9 million of liquid assets which is 14.3% of total assets. Our current policy requires 5% of liquid assets to total assets, which calculated to excess
liquidity of $70.9 million or 9.3% at September 30, 2013.
41
Liquidity management is both a daily and long-term management process. In the event that we should require funds
beyond our ability to generate them internally, additional funds are available through the use of FHLB advances, internet deposits, and through the sales of loans or securities.
As a result of the Camco Agreement with the FRB, Camco has deferred further interest payments on the subordinated debt securities relating to the trust
preferred securities of Camco Financial Corporation Trust 1. The Company has the right under the indenture for the subordinated debt securities to defer interest payments for up to 20 consecutive calendar quarters. The deferral provisions for the
securities were intended to provide the Corporation with a measure of financial flexibility during times of financial stress due to market conditions, such as the current state of the financial and real estate markets.
As a result of the Corporations exercise of its contractual right to defer interest payments on its subordinated debt securities, it is likely that the
Corporation will not have access to the trust preferred securities market until the Corporation becomes current on those obligations. This may also adversely affect the Corporations ability in the market to obtain debt financing. Therefore,
the Corporation will have fewer sources to enhance its capital and liquidity position. In addition, the Corporation will be unable to pay dividends on its common stock until such time as the Corporation is current on interest payments on its
subordinated debt securities. Currently, there is no market for trust preferred securities.
In September, 2013, for cash flow purposes, Camco applied and
was approved for a line of credit with Advantage Bank. The line of credit by the Bank was secured by a bank owned life insurance policy, less taxes, with a market value equal to 120% of the amount of the loan of $225,700.
Camco and Advantage are required to maintain minimum regulatory capital pursuant to federal regulations and the 2012 Consent Order. The following tables
present certain information regarding compliance by Camco and Advantage with applicable regulatory capital requirements at September 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
|
For capital
Adequacy purposes
|
|
|
To be well-
capitalized under
prompt corrective
action provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
Total capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camco Financial Corporation
|
|
$
|
75,199
|
|
|
|
13.13
|
%
|
|
>
$
|
45,805
|
|
|
>
|
8.0
|
%
|
|
>
$
|
57,256
|
|
|
|
10
|
%
|
Advantage Bank
|
|
$
|
73,918
|
|
|
|
12.91
|
%
|
|
>
$
|
45,788
|
|
|
>
|
8.0
|
%
|
|
>
$
|
57,235
|
|
|
|
10
|
%
|
Tier I capital to risk-weighted assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camco Financial Corporation
|
|
$
|
68,014
|
|
|
|
11.88
|
%
|
|
>
$
|
22,902
|
|
|
>
|
4.0
|
%
|
|
>
$
|
34,353
|
|
|
|
6.0
|
%
|
Advantage Bank
|
|
$
|
66,733
|
|
|
|
11.66
|
%
|
|
>
$
|
22,894
|
|
|
>
|
4.0
|
%
|
|
>
$
|
34,341
|
|
|
|
6.0
|
%
|
Tier I leverage to average assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camco Financial Corporation
|
|
$
|
68,014
|
|
|
|
9.04
|
%
|
|
>
$
|
30,106
|
|
|
>
|
4.0
|
%
|
|
>
$
|
37,632
|
|
|
|
5.0
|
%
|
Advantage Bank
|
|
$
|
66,733
|
|
|
|
8.88
|
%
|
|
>
$
|
30,069
|
|
|
>
|
4.0
|
%
|
|
>
$
|
37,586
|
|
|
|
5.0
|
%
|
We believe that the minimum regulatory capital requirements set forth in federal regulations and the 2012 Consent Order may be
realized and maintained through multiple sources, including net earnings in the normal course of business, proceeds from the exercise of warrants and external sources of capital.
The availability of some forms of external capital (principally to financial service companies) has become significantly restricted or has become increasingly
costly as compared to the prevailing market rates. Management cannot predict when or if the capital markets will return to more favorable conditions. An equity financing transaction would result in substantial dilution to the Corporations
current stockholders and could adversely affect the market price of the Corporations common stock. Further, there can be no assurance that any such efforts would be successful, either on a short-term or long-term basis. However, a material
failure to comply with the provisions of the Camco Agreement or Consent Order could result in additional enforcement actions by the FDIC, the Division or the FRB.
ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
42
ITEM 4.
Controls and Procedures
Camcos Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of Camcos disclosure controls and procedures (as defined
under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2013. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Camcos disclosure
controls and procedures were effective as of September 30, 2013. During the quarter ended September 30, 2013, there were no changes in Camcos internal controls over financial reporting that have materially affected or are reasonably
likely to materially affect Camcos internal controls over financial reporting.