FARMERS & MERCHANTS BANCORP INC
10-Ks and 10-Qs
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2010
or
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from
to
Commission File Number 0-14492
FARMERS & MERCHANTS BANCORP, INC.
| OHIO | 34-1469491 | |
|
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification No.) |
|
|
307 North Defiance Street
Archbold, Ohio |
43502 |
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|
(Address of principal
Executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (419) 446-2501
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class None |
Name of each exchange on
which registered None |
|
Securities registered pursuant to Section 12(g) of the Act:
Common shares without par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes
o
No
þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or Section 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
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. Yes
o
No
þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
As of June 30, 2010, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was $86,373,431.65
As of February 25, 2011, the Registrant had 5,200,000 shares of common stock issued of which
4,693,969 shares are outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of Form 10-K — Portions of the definitive Proxy Statement for the 2010 Annual Meeting of
Shareholders of Farmers & Merchants Bancorp, Inc.
FARMERS & MERCHANTS BANCORP, INC.
TABLE OF CONTENTS
TABLE OF CONTENTS
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Signatures & Certifications
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| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
Statements contained in this portion of the Company’s annual report may be forward-looking
statements, as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of such words as “intend,” “believe,”
“expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Such forward-looking
statements are based on current expectations, but may differ materially from
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those currently
anticipated due to a number of factors, which include, but are not limited to, factors discussed in
documents filed by the Company with the Securities and Exchange Commission from time to time.
Other factors which could have a material adverse effect on the operations of the Company and its
subsidiaries which include, but are not limited to, changes in interest rates, general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and
composition of the loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Bank’s market area, changes in relevant
accounting principles and guidelines and other factors over which management has no control. The
forward-looking statements are made as of the date of this report, and the Company assumes no
obligation to update the forward-looking statements or to update the reasons why actual results
could differ from those projected in the forward-looking statements.
General
Farmers & Merchants Bancorp, Inc. (Company) is a bank holding company incorporated under the laws
of Ohio in 1985. Our primary subsidiary, The Farmers & Merchants State Bank (Bank) is a community
bank operating in Northwest Ohio since 1897. We report our financial condition and net income on a
consolidated basis and we report only one segment.
Our executive offices are located at 307 North Defiance Street, Archbold, Ohio 43502, and our
telephone number is (419) 446-2501.
For a discussion of the general development of the Company’s business throughout 2010, please see
the portion of Management’s Discussion and Analysis of Financial Condition and Results of
Operations captioned “2010 in Review”.
Nature Of Activities
The Bank’s primary service area, Ohio, continued to experience high but declining unemployment.
After reaching a high of 11% unemployment in March, 2010, the unemployment rate decreased in each
of the ensuing months and closed the year at 9.6%. The agricultural industry continued its strong
performance in 2010. Steel and trucking showed renewed strength early in the year and provided a
portent of an improving economy. 1-4 family residential and construction remain weak. The Consumer
Confidence increased from an average of 45% in 2009 to 53% in 2010 and January, 2011 topped 60%.
The Farmers & Merchants State Bank engages in general commercial banking business. Their activities
include commercial, agricultural and residential mortgage, consumer and credit card lending
activities. Because the Bank’s offices are located in Northwest Ohio and Northeast Indiana, a
substantial amount of the loan portfolio is comprised of loans made to customers in the farming
industry for such things as farm land, farm equipment, livestock and operating loans for seed,
fertilizer, and feed. Other types of lending activities include loans for home improvements, and
loans for such items as autos, trucks, recreational vehicles, motorcycles, etc.
The Bank also provides checking account services, as well as savings and time deposit services such
as certificates of deposits. In addition ATM’s (automated teller machines) are provided at most
branch locations along with other independent locations such as major employers and hospitals in
the market area. The Bank has custodial services for IRA’s (Individual Retirement Accounts) and
HSA’s (Health Savings Accounts). The Bank provides on-line banking access for consumer and
business customers. For consumers, this includes bill-pay and on-line statement opportunities. For
business customers, it provides the option of electronic transaction origination such as wire and
ACH file transmittal. In addition the Bank offers remote deposit capture or electronic deposit
processing.
The Bank’s underwriting policies, exercised through established procedures, facilitate operating in
a safe and sound manner in accordance with supervisory and regulatory guidance. Within this sphere
of safety and soundness, the Bank’s practice has been not to promote innovative, unproven credit
products which may not be in the best
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interest of the Bank or its customers. The Bank does offer a
hybrid loan. Hybrid loans are loans that start as a fixed rate mortgage but after a set number of
years automatically adjust to an adjustable rate mortgage. The Bank offers a three year fixed rate
mortgage after which the interest rate will adjust annually. The majority of the Bank’s adjustable
rate mortgages are of this type. In order to offer longer term fixed rate mortgages, the Bank does
participate in the Freddie Mac, Farmer Mac and Small Business Lending programs. The Bank also
retains the servicing on these partially or 100% sold loans. In order for the customer to
participate in these programs they must meet the requirements established by these agencies.
The Bank does not fund sub-prime loans. Sub-prime loans are characterized as a lending program or
strategy that target borrowers who pose a significantly higher risk of default than traditional
retail banking customers.
Following are the characteristics and underwriting criteria for each major type of loan the Bank
offers:
Commercial Real Estate: Construction, purchase, and refinance of business purpose real estate.
Risks include loan amount in relation to construction delays and overruns, vacancies, collateral
value subject to market value fluctuations, interest rate, market demands, borrower’s ability to
repay in orderly fashion, and others. The Bank does employ stress testing on higher balance loans
to mitigate risk by ensuring the customer’s ability to repay in a changing rate environment before
granting loan approval.
Agricultural Real Estate: Purchase of farm real estate or for permanent improvements to the farm
real estate. Cash flow from the farm operation is the primary repayment source and is therefore
subject to the financial success of the farm operation.
Consumer Real Estate: Purchase, refinance, or equity financing of one to four family owner occupied
dwelling. Success in repayment is subject to borrower’s income, debt level, character in
fulfilling payment obligations, employment, and other factors.
Commercial/Industrial: Loans to proprietorships, partnerships, or corporations to provide temporary
working capital and seasonal loans as well as long term loans for capital asset acquisition. Risks
include adequacy of cash flow, reasonableness of profit projections, financial leverage, economic
trends, management ability, and others. The Bank does employ stress testing on higher balance loans
to mitigate risk by ensuring the customer’s ability to repay in a changing rate environment before
granting loan approval.
Agricultural: Loans for the production and housing of crops, fruits, vegetables, and livestock or
to fund the purchase or re-finance of capital assets such as machinery and equipment, and
livestock. The production of crops and livestock is especially vulnerable to commodity prices and
weather. The vulnerability to commodity prices is offset by the farmer’s ability to hedge their
position by using future contracts. The risk related to weather is often mitigated by requiring
federal crop insurance.
Consumer: Funding for individual and family purposes. Success in repayment is subject to
borrower’s income, debt level, character in fulfilling payment obligations, employment, and others.
Industrial Development Bonds: Funds for public improvements in the Bank’s service area. Repayment
ability is based on the continuance of the taxation revenue as the source of repayment.
All loan requests are reviewed as to credit worthiness and are subject to the Bank’s underwriting
guidelines as to secured versus unsecured credit. Secured loans are in turn subject to loan to
value (LTV) requirements based on collateral types as set forth in the Bank’s Loan Policy. In
addition, credit scores of principal borrowers are reviewed and an approved exception from an
additional officer is required should a credit score not meet the Bank’s Loan Policy guidelines.
Consumer Loans
:
Maximum loan to value (LTV) for cars, trucks and light trucks vary from 90% to 110% depending on
whether direct or indirect. Loans above 100% are generally due to additional charges for extended
warranties and/or insurance coverage periods of lost wages or death.
Boats, campers, motorcycles, RV’s and Motor Coaches range from 80%-90% based on age of vehicle.
1
st
or 2
nd
mortgages on 1-4 family homes range from 75%-90% with “in-house”
first real estate mortgages requiring private mortgage insurance on those exceeding 80% LTV.
Raw land LTV maximum ranges from 65%-75% depending on whether or not the property has been improved.
Raw land LTV maximum ranges from 65%-75% depending on whether or not the property has been improved.
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Commercial/Agriculture:
Real Estate :
Maximum LTVs range from 70%-80% depending on type.
Accounts Receivable:
Up 80% LTV
Real Estate :
Maximum LTVs range from 70%-80% depending on type.
Accounts Receivable:
Up 80% LTV
Inventory:
Agriculture:
Livestock and grain up to 80% LTV, crops (insured) up to 75% and Warehouse Receipts up to 87%
Commercial :
Maximum LTV of 50% on raw and finished goods
Used vehicles, new recreational vehicles and manufactured homes not to exceed (NTE) 80% LTV
Livestock and grain up to 80% LTV, crops (insured) up to 75% and Warehouse Receipts up to 87%
Commercial :
Maximum LTV of 50% on raw and finished goods
Used vehicles, new recreational vehicles and manufactured homes not to exceed (NTE) 80% LTV
Equipment
:
New not to exceed 80% of invoice, used NTE 50% of listed book or 75% of appraised value
Restaurant equipment up to 35% of market value
Heavy trucks, titled trailers and NTE 75% LTV and aircraft up to 75% of appraised value
New not to exceed 80% of invoice, used NTE 50% of listed book or 75% of appraised value
Restaurant equipment up to 35% of market value
Heavy trucks, titled trailers and NTE 75% LTV and aircraft up to 75% of appraised value
We also provide checking account services, as well as savings and time deposit services such as
certificates of deposits. In addition, ATM’s (automated teller machines) are also provided at our
Ohio offices in Archbold, Wauseon, Stryker, West Unity, Bryan, Delta, Napoleon, Montpelier,
Swanton, Defiance, and Perrysburg, along with ones at our Auburn and Angola, Indiana offices. Two
ATM’s are located at Sauder Woodworking Co., Inc., a major employer in Archbold. Additional
locations in Ohio are at Northwest State Community College, Archbold; Community Hospitals of
Williams County, Bryan; Fairlawn Haven Wyse Commons, Archbold; R&H Restaurant, Fayette; Delta
Eagles, Bryan Eagles; Sauder Village, Archbold; Fulton County Health Center, Wauseon; downtown
Defiance; and a mobile trailer ATM. In Indiana, four additional ATM’s are located at St. Joe; at
Kaiser’s Supermarket and Therma-Tru in Butler; and at DeKalb Memorial Hospital in Auburn.
F&M Investment Services, the brokerage department of the Bank, opened for business in April, 1999.
Securities are offered through Raymond James Financial Services, Inc.
The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956.
Our subsidiary bank is in turn regulated and examined by the Ohio Division of Financial
Institutions, and the Federal Deposit Insurance Corporation. The activities of our bank subsidiary
are also subject to other federal and state laws and regulations.
The Bank’s primary market includes communities located in the Ohio counties of Defiance, Fulton,
Henry, Williams, and Wood. The commercial banking business in this market is highly competitive,
with approximately 17 other depository institutions currently doing business in the Bank’s primary
market. In our banking activities, we compete directly with other commercial banks, credit unions,
farm credit services, and savings and loan institutions in each of our operating localities. In a
number of our locations, we compete against entities which are much larger than us. The primary
factors in competing for loans and deposits are the rates charged as well as location and quality
of the services provided. On December 31, 2007, the Bank acquired the Knisely Bank of Indiana,
expanding its market with the addition of offices in Butler and Auburn, Indiana, both located in
DeKalb County. An additional office was opened in the summer of 2008 in Angola, Indiana, located in
Steuben County. On July 9, 2010 the Bank purchased a branch office in Hicksville, Ohio shortening
the distance between our Ohio and Indiana office.
At December 31, 2010, we had 248 full time equivalent employees. The employees are not represented
by a collective bargaining unit. We provide our employees with a comprehensive benefit program,
some of which are contributory. We consider our employee relations to be excellent.
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Supervision and Regulation
General
The Company is a corporation organized under the laws of the State of Ohio. The business in which
the Company and its subsidiary are engaged is subject to extensive supervision, regulation and
examination by various bank regulatory authorities. The supervision, regulation and examination to
which the Company and its subsidiary are subject are intended primarily for the protection of
depositors and the deposit insurance funds that insure the deposits of banks, rather than for the
protection of shareholders.
Several of the more significant regulatory provisions applicable to banks and bank holding
companies to which the Company and its subsidiary are subject are discussed below, along with
certain regulatory matters concerning the Company and its subsidiary. To the extent that the
following information describes statutory or regulatory provisions, it is qualified in its entirety
by reference to the particular statutory provisions. Any change in applicable law or regulation
may have a material effect on the business and prospects of the Company and its subsidiary.
Regulatory Agencies
The Company is a registered bank holding company and is subject to inspection, examination and
supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”)
pursuant to the Bank Holding Company Act of 1956, as amended.
The Bank is an Ohio chartered commercial bank. It is subject to regulation and examination by both
the Ohio Division of Financial Institutions (ODFI) and the Federal Deposit Insurance Corporation
(FDIC).
Holding Company Activities
As a bank holding company incorporated and doing business within the State of Ohio, the Company is
subject to regulation and supervision under the Bank Holding Act of 1956, as amended (the “Act”).
The Company is required to file with the Federal Reserve Board on quarterly basis information
pursuant to the Act. The Federal Reserve Board may conduct examinations or inspections of the
Company and its subsidiary.
The Company is required to obtain prior approval from the Federal Reserve Board for the acquisition
of more than five percent of the voting shares or substantially all of the assets of any bank or
bank holding company. In addition, the Company is generally prohibited by the Act from acquiring
direct or indirect ownership or control of more than five percent of the voting shares of any
company which is not a bank or bank holding company and from engaging directly or indirectly in
activities other than those of banking, managing or controlling banks or furnishing services to its
subsidiaries. The Company may, however, subject to the prior approval of the Federal Reserve
Board, engage in, or acquire shares of companies engaged in activities which are deemed by the
Federal Reserve Board by order or by regulation to be so closely related to banking or managing and
controlling a bank as to be a proper activity.
On November 12, 1999, the Gramm-Leach-Bliley Act (the “GLB Act”) was enacted into law. The GLB Act
made sweeping changes with respect to the permissible financial services which various types of
financial institutions may now provide. The Glass-Steagall Act, which had generally prevented
banks from affiliation with securities and insurance firms, was repealed. Pursuant to the GLB Act,
bank holding companies may elect to become a “financial holding company,” provided that all of the
depository institution subsidiaries of the bank holding company are “well capitalized” and “well
managed” under applicable regulatory standards.
Under the GLB Act, a bank holding company that has elected to become a financial holding company
may affiliate with securities firms and insurance companies and engage in other activities that are
financial in
nature. Activities that are “financial in nature” include securities underwriting, dealing and
market-making, sponsoring mutual funds and investment companies, insurance underwriting and agency,
merchant banking, and activities that the Federal Reserve Board has determined to be closely
related to banking. No Federal Reserve Board approval is required for the Company to acquire a
company, other than a bank holding company, bank or savings association, engaged in activities that
are financial in nature or incidental to activities that are financial in nature, as determined by
the Federal Reserve
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Board. Prior Federal Reserve Board approval is required before the Company may
acquire the beneficial ownership or control of more than 5% of the voting shares, or substantially
all of the assets, of a bank holding company, bank or savings association. If any subsidiary bank
of the Company ceases to be “well capitalized” or “well managed” under applicable regulatory
standards, the Federal Reserve Board may, among other actions, order the Company to divest the
subsidiary bank. Alternatively, the Company may elect to conform its activities to those
permissible for a bank holding company that is not also a financial holding company. If any
subsidiary bank of the Company receives a rating under the Community Reinvestment Act of 1977 of
less than satisfactory, the Company will be prohibited from engaging in new activities or acquiring
companies other than bank holding companies, banks or savings associations. The Company has not
elected to become a financial holding company and has no current intention of making such an
election.
Affiliate Transactions
Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act, limit
borrowings by holding companies and non-bank subsidiaries from affiliated insured depository
institutions, and also limit various other transactions between holding companies and their
non-bank subsidiaries, on the one hand, and their affiliated insured depository institutions on the
other. Section 23A of the Federal Reserve Act also generally requires that an insured depository
institution’s loan to its non-bank affiliates be secured, and Section 23B of the Federal Reserve
Act generally requires that an insured depository institution’s transactions with its non-bank
affiliates be on arms-length terms.
Interstate Banking and Branching
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act (“Riegle-Neal”), subject to
certain concentration limits and other requirements, adequately capitalized bank holding companies
such as the Company are permitted to acquire banks and bank holding companies located in any state.
Any bank that is a subsidiary of a bank holding company is permitted to receive deposits, renew
time deposits, close loans, service loans and receive loan payments as an agent for any other bank
subsidiary of that bank holding company. Banks are permitted to acquire branch offices outside
their home states by merging with out-of-state banks, purchasing branches in other states and
establishing de novo branch offices in other states. The ability of banks to acquire branch
offices is contingent, however, on the host state having adopted legislation “opting in” to those
provisions of Riegle-Neal. In addition, the ability of a bank to merge with a bank located in
another state is contingent on the host state not having adopted legislation “opting out” of that
provision of Riegle-Neal. The Company could from time to time use Riegle-Neal to acquire banks in
additional states.
Control Acquisitions
The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a
bank holding company, unless the Federal Reserve Board has been notified and has not objected to
the transaction. Under the rebuttable presumption established by the Federal Reserve Board, the
acquisition of 10% or more of a class of voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act, such as the Company, would, under the
circumstances set forth in the presumption, constitute acquisition of control of the bank holding
company. In addition, a company is required to obtain the approval of the Federal Reserve Board
under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a
bank holding company) or more of any class of
outstanding voting stock of a bank holding company, or otherwise obtaining control or a
“controlling influence” over that bank holding company.
Liability for Banking Subsidiaries
Under the current Federal Reserve Board policy, a bank holding company is expected to act as a
source of financial and managerial strength to each of its subsidiary banks and to maintain
resources adequate to support each subsidiary bank. This support may be required at times when
the bank holding company may not have the resources to provide it. In the event of a bank holding
company’s bankruptcy, any commitment by the bank holding company to a U.S. federal bank regulatory
agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and
entitled to priority of payment. Any depository institution insured by the FDIC can be held
liable for any
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loss incurred, or reasonably expected to be incurred, by the FDIC in connection
with (1) the “default” of a commonly controlled FDIC-insured depository institution; or (2) any
assistance provided by the FDIC to both a commonly controlled FDIC-insured depository institution
“in danger of default.” The Company’s subsidiary bank is an FDIC-insured depository institution.
If a default occurred with respect to the Bank, any capital loans to the Bank from its parent
holding company would be subordinate in right of payment to payment of the Bank’s depositors and
certain of its other obligations.
Regulatory Capital Requirements
The Company is required by the various regulatory authorities to maintain certain capital levels.
Bank holding companies are required to maintain minimum levels of capital in accordance with
Federal Reserve Board capital adequacy guidelines. If capital falls below minimum guideline
levels, a bank holding company, among other things, may be denied approval to acquire or establish
additional banks or non-bank businesses. The required capital levels and the Company’s capital
position at December 31, 2010 are summarized in the table included in Note 14 to the consolidated
financial statements.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), and the regulations
promulgated under FDICIA, among other things, established five capital categories for insured
depository institutions-well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized-and requires U.S. federal bank regulatory agencies
to implement systems for “prompt corrective action” for insured depository institutions that do not
meet minimum capital requirements based on these categories. Unless a bank is well capitalized, it
is subject to restrictions on its ability to offer brokered deposits and on certain other aspects
of its operations. An undercapitalized bank must develop a capital restoration plan and its parent
bank holding company must guarantee the bank’s compliance with the plan up to the lesser of 5% of
the banks or thrift’s assets at the time it became undercapitalized and the amount needed to comply
with the plan. As of December 31, 2010, the Company’s banking subsidiary was well capitalized
pursuant to these prompt corrective action guidelines.
Dividend Restrictions
The ability of the Company to obtain funds for the payment of dividends and for other cash
requirements will be largely dependent on the amount of dividends which may be declared by its
banking subsidiary. Various U.S. federal statutory provisions limit the amount of dividends the
Company’s banking subsidiary can pay to the Company without regulatory approval. Dividend payments
by the Bank are limited to its retained earnings during the current year and its prior two years.
See Note 15 to the consolidated financial statements for the actual amount.
Deposit Insurance Assessments
The deposits of the Company’s banking subsidiary are insured up to regulatory limits set by the FDIC, and, accordingly in 2010,
were subject to deposit insurance assessments based on the Federal Deposit Insurance Reform Act of 2005, as adopted and effective
on April 21, 2006. The FDIC maintains the Deposit Insurance Fund (“DIF”) by assessing depository institutions an insurance premium
(assessment). The amount assessed to each institution is based on statutory factors that include the balance of insured deposits
as well as the degree of risk the institution poses to the DIF. The FDIC assesses higher rates to those institutions that pose greater
risks to the insurance fund.
In order to recapitalize and restore the DIF, the FDIC initially established a Restoration Plan in October 2008 to return the DIF to the
statutorily mandated minimum reserve ratio of 1.15 percent within five years. Since 2008 and due to the extraordinary circumstances
facing the banking industry, the FDIC imposed an emergency special assessment in 2009 and has continued to make further amendments to
its Restoration Plan by extending the restoration period for the DIF, increasing the premium assessments, and changing how regular deposit
insurance premiums are assessed. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) revised the
statutory authorities governing the FDIC’s management of the DIF. Key requirements from the Dodd-Frank Act have resulted in the FDIC’s
adoption of the following proposed amendments: (1) redefined the assessment base used to calculate deposit insurance assessments to “average
consolidated total assets minus average
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tangible equity”; (2) raised the DIF’s minimum reserve ratio to 1.35 percent and removed the upper
limit on the reserve ratio; (3) revised adjustments to the assessment rates by eliminating one adjustment and adding another; and (4) revised
the deposit insurance assessment rate schedules due to changes to the assessment base. Revised rate schedules and other revisions to the
deposit insurance assessment rules would become effective April 1, 2011 and would be used to calculate the June 30, 2011 assessments which
are due September 30, 2011. Though deposit insurance assessments maintain a risk-based approach, the FDIC’s proposed changes effective
April 1, 2011, impose a more extensive risk-based assessment system on large insured depository institutions with at least $10 billion in
total assets since they are more complex in nature and could pose greater risk. Due to the changes to the assessment base and assessment
rates, as well as the DIF restoration time frame, the impact on the Company’s future deposit insurance assessments will likely result in
increased premiums in future years.
The Emergency Economic Stabilization Act of 2008 provided a temporary increase in deposit insurance coverage from $100,000 to $250,000 per
depositor. This legislation was effective immediately upon the President’s signature on October 3, 2008. The basic deposit insurance
limit was set to return to $100,000 on January 1, 2010; however, on May 20, 2009 the temporary increase was extended through December 31, 2013.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) permanently raised the standard maximum deposit
insurance coverage amount to $250,000 and made the increase retroactive to January 1, 2008. This was effective immediately upon the
President’s signature on July 21, 2010. The FDIC deposit insurance coverage limit applies per depositor, per insurance depository institution
for each account ownership category.
The FDIC Board of Directors issued a final rule on November 9, 2010 implementing a provision of the Dodd-Frank Act which temporarily
provided for separate deposit insurance coverage for noninterest-bearing transaction accounts. Funds held in noninterest-bearing
transaction accounts are fully insured, without limit, and the temporary unlimited coverage is separate from, and in addition to,
the deposit insurance coverage provided to depositors with respect to other accounts held at an insured depository institution.
This temporary deposit insurance coverage became effective on December 31, 2010 and will terminate on December 31, 2012.
A noninterest-bearing transaction account is a deposit account in which (1) interest is neither accrued nor paid, (2) depositors
are permitted to make an unlimited number of transfers and withdrawals, and (3) the insured depository institution does not reserve
the right to require advance notice of an intended withdrawal. As of January 1, 2013, noninterest-bearing transaction accounts will
then be insured under the FDIC’s general deposit insurance coverage rules. The Dodd-Frank Act provision did not include low-interest
NOW (Negotiable Order of Withdrawal) Accounts or Interest on Lawyer Trust Accounts (“IOLTAs”) within the definition of noninterest-bearing
transaction accounts. On December 29, 2010, the FDIC Board of Directors issued a final rule amending the Federal Deposit Insurance Act
(FDI Act) to include IOLTAs within the definition of a noninterest-bearing transaction account thereby providing such accounts with temporary,
unlimited deposit insurance coverage.
Depositor Preference Statute
In the “liquidation or other resolution” of an institution by any receiver, U.S. federal legislation provides that deposits and certain
claims for administrative expenses and employee compensation against the insured depository institution would be afforded a priority
over general unsecured claims against that institution, including federal funds and letters of credit.
Government Monetary Policy
The earnings of the Company are affected primarily by general economic conditions and to a lesser extent by the fiscal and monetary
policies of the federal government and its agencies, particularly the Federal Reserve. Its policies influence, to some degree, the
volume of bank loans and deposits, and interest rates charged and paid thereon, and thus have an effect on the earnings of the
Company’s subsidiary Bank.
Capital Purchase Program
In response to the financial crisis affecting the banking system and financial markets, the Emergency Economic Stabilization Act of
2008 (the “EESA”) was signed into law on October 3, 2008 creating the Troubled Assets Relief Program (“TARP”). As part of TARP, the
U.S. Treasury established the Capital Purchase Program to provide up to
9
Table of Contents
$700 billion of funding to eligible financial institutions through the purchase of capital
stock and other financial institutions for the purpose of stabilizing and providing liquidity to
the United States financial markets. The Company did not participate in the TARP Capital Purchase
Program. In connection with the EESA, there have been numerous actions by the Federal Reserve
Board, the United States Congress, the U.S. Treasury, the FDIC, the SEC and others to further the
economic and banking industry stabilization efforts under the EESA. It remains unclear at this
time what further legislative and regulatory measures will be implemented under the EESA that
affect the Company.
Additional Regulation
The Bank is also subject to federal regulation as to such matters as required reserves, limitation
as to the nature and amount of its loans and investments, regulatory approval of any merger or
consolidation, issuance or retirement of their own securities, limitations upon the payment of
dividends and other aspects of banking operations. In addition, the activities and operations of
the Bank are subject to a number of additional detailed, complex and sometimes overlapping laws and
regulations. These include state usury and consumer credit laws, state laws relating to
fiduciaries, the federal Truth-in-Lending Act and Regulation Z, the federal Equal Credit
Opportunity Act and Regulation B, the Fair Credit Reporting Act, the federal Home Mortgage
Disclosure Act and Regulation C, the federal Electronic Funds Transfer Act and Regulation E, the
federal Truth in Lending Act and Regulation Z, the federal Truth in Savings Act and Regulation DD,
the Bank Secrecy Act, the federal Community Reinvestment Act, HUD’s Real Estate Settlement Act
(RESPA) regulations, anti-discrimination laws and legislation, and antitrust laws.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) signed by
the President on July 21, 2010 posed a significant impact on financial regulations. Certain
provisions such as the permanent increase in deposit insurance coverage had an immediate effective
date. Provisions regarding rules for interchanges fees on electronic debit transactions must be
effective by July 21, 2011. Other provisions which, though intended to provide regulatory relief
to community banks, may require time and further analysis to evaluate the actual consequences.
Implementation of the Dodd-Frank Act provisions, which are conservatively estimated at more than
5,000 pages of new or expanded regulations for banks, will result in new rulemaking by the federal
regulatory agencies over the next several years. Fully implementing the new and expanded regulation
will involve ensuring compliance with extensive new disclosure and reporting requirements. The
Dodd-Frank Act created an independent regulatory body, the Bureau of Consumer Financial Protection
(“Bureau”), with authority and responsibility to set rules and regulations for most consumer
protection laws applicable to all banks — large and small — adds another regulator to scrutinize
and police financial activities. Transfer to the Bureau of all consumer financial protection
functions for designated laws by the other federal agencies must be completed no later than July
21, 2011. The Bureau has responsibility for mortgage reform and enforcement, as well as broad new
powers over consumer financial activities which could impact what consumer financial services would
be available and how they are provided. The following consumer protection laws are the designated
laws that will fall under the Bureau’s rulemaking authority: the Alternative Mortgage Transactions
Parity Act of 1928, the Consumer Leasing Act of 1976, the Electronic Fund Transfer Act, the Equal
Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act subject to
certain exclusions, the Fair Debt Collection Practices Act, the Home Owners Protection Act, certain
privacy provisions of the Gramm-Leach-Bliley Act, the Home Mortgage Disclosure Act (HMDA), the Home
Ownership and Equity Protection Act of 1994, the Real Estate Settlement Procedures Act (RESPA), the
S.A.F.E. Mortgage Licensing Act of 2008 (SAFE Act), and the Truth in Lending Act. Review and
revision of current financial regulations in conjunction with added new financial service
regulations will heighten the regulatory compliance burden and increase litigation risk for the
banking industry.
Future Legislation
Changes to the laws and regulations, both at the federal and state levels, can affect the operating
environment of the Company and its subsidiary in substantial and unpredictable ways. The Company
cannot accurately predict whether those changes in laws and regulations will occur, and, if those
changes occur, the ultimate effect they would have upon the financial condition or results of
operations of the Company or its subsidiary.
****Available Information:
The Company maintains an Internet web site at the following internet address:
www.fm-bank.com
. The
Company files reports with the Securities and Exchange Commission (SEC). Copies of all filings
made with the SEC may be read and
10
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copied at the SEC’s Public Reference Room, 450 Fifth Street, Washington, DC, 20549. You may
obtain information about the SEC’s Public Reference Room by calling (800/SEC-0330). Because the
Company makes its filing with the SEC electronically, you may access such reports at the SEC’s
website, www.sec.gov. The Company makes available, free of charge through its internet address,
copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and any amendments to these reports as soon as reasonable practicable after such materials
have been filed with or furnished to the SEC. Copies of these documents may also be obtained,
either in electronic or paper form, by contacting Barbara J. Britenriker, Chief Financial Officer
of the Company at (419) 446-2501.
Please see the Consolidated Financial Statements provided under Part II, Item 8 of this Form 10-K
for information regarding the Company’s revenues from external customers, profits, and total assets
for and as of, respectively, the fiscal year ended December 31, 2010.
Significant Competition from an Array of Financial Service Providers
Our ability to achieve strong financial performance and a satisfactory return on investment to
shareholders will depend in part on our ability to expand our available financial services. In
addition to the challenge of attracting and retaining customers for traditional banking services,
our competitors now include securities dealers, brokers, mortgage bankers, investment advisors and
finance and insurance companies who seek to offer one-stop financial services to their customers
that may include services that banks have not been able or allowed to offer to their customers in
the past. The increasingly competitive environment is a result primarily of changes in regulation,
changes in technology and product delivery systems and the accelerating pace of consolidation among
financial services providers. If we fail to adequately address each of the competitive pressures
in the banking industry, our financial condition and results of operations could be adversely
affected.
Credit Risk
The risk of nonpayment of loans is inherent in commercial banking. Such nonpayment could have an
adverse effect on the Company’s earnings and our overall financial condition as well as the value
of our common stock. Management attempts to reduce the Bank’s credit exposure by carefully
monitoring the concentration of its loans within specific industries and through the loan approval
process. However, there can be no assurance that such monitoring and procedures will totally
mitigate the risks. Credit losses can cause insolvency and failure of a financial institution and,
in such event, its shareholders could lose their entire investment. For more information on the
exposure of the Company and the Bank to credit risk, see the section under Part II, Item 7 of this
Form 10-K captioned “Loan Portfolio.”
Susceptibility to Changes in Regulation
Any changes to state and federal banking laws and regulations may negatively impact our ability to
expand services and to increase the value of our business. We are subject to extensive state and
federal regulation, supervision, and legislation that govern almost all aspects of our operations.
These laws may change from time to time and are primarily intended for the protection of consumers,
depositors and the deposit insurance funds. In addition, the Company’s earnings are affected by
the monetary policies of the Board of Governors of the Federal Reserve. These policies, which
include regulating the national supply of bank reserves and bank credit, can have a major effect
upon the source and cost of funds and the rates of return earned on loans and investments. The
Federal Reserve influences the size and distribution of bank reserves through its open market
operations and changes in cash reserve requirements against member bank deposits. The
Gramm-Leach-Bliley Act regarding financial modernization that became effective in November, 1999
removed many of the barriers to the integration of the banking, securities and insurance industries
and is likely to increase the competitive pressures upon the Bank. We cannot predict what effect
such Act and any presently contemplated or future changes in the laws or regulations or their
interpretations would have on us, but such changes could be materially adverse to our financial
performance. For more information on this subject, see the section under Part I, Item 1 of this
Form 10-K captioned “Supervision and Regulation.”
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Interest Rate Risk
Changes in interest rates affect our operating performance and financial condition in diverse ways.
Our profitability depends in substantial part on our “net interest spread,” which is the
difference between the rates we receive on loans and investments and the rates we pay for deposits
and other sources of funds. Our net interest spread will depend on many factors that are partly or
entirely outside our control, including competition, federal economic, monetary and fiscal
policies, and economic conditions generally. Historically, net interest spreads for other
financial institutions have widened and narrowed in response to these and other factors, which are
often collectively referred to as “interest rate risk.” Over the last few years, the Bank, along
with most other financial institutions, has experienced a “margin squeeze” as drastic interest rate
fluctuations have made it difficult to maintain a more favorable net interest spread. During 2010,
the Bank’s margin and spread tightened slightly as the rate environment remained low and flat.
Maturities of higher rate deposits aided the decrease in cost of funds.
The Bank manages interest rate risk within an overall asset/liability framework. The principal
objectives of asset/liability management are to manage sensitivity of net interest spreads and net
income to potential changes in interest rates. Funding positions are kept within predetermined
limits designed to ensure that risk-taking is not excessive and that liquidity is properly managed.
In the event that our asset/liabilities management strategies are unsuccessful, our profitability
may be adversely affected. For more information regarding the Company’s exposure to interest rate
risk, see Part II, Item 7A of this Form 10-K.
Attraction and Retention of Key Personnel
Our success depends upon the continued service of our senior management team and upon our ability
to attract and retain qualified financial services personnel. Competition for qualified employees
is intense. In our experience, it can take a significant period of time to identify and hire
personnel with the combination of skills and attributes required in carrying out our strategy. If
we lose the services of our key personnel, or are unable to attract additional qualified personnel,
our business, financial condition, results of operations and cash flows could be materially
adversely affected.
A key component of employee retention is providing a fair compensation base combined with the
opportunity for additional compensation for above average performance. In this regard, the Company
and the Bank use two incentive programs. The Company uses a stock award program to recognize and
incent officers of the Bank. Under the long-term incentive compensation plan, restricted stock
awards may be granted to officers. The amount of shares to be granted each year is determined by
the Board Compensation Committee and may vary each year in its amount of shares and the number of
recipients. The Compensation Committee determines the number of shares to be awarded overall and
to the Chief Executive Officer (“CEO”). The CEO then makes recommendations to the committee as to
the recipients of the remaining shares. The full Board of Directors approves the action of the
Committee. Since the plan’s inception in 2005, all granted stock awards have utilized a three year
cliff vesting feature. This is viewed as a retention aid as the awards may be forfeited should an
officer leave employment during the vesting period.
A second incentive program of the Bank is based on cash compensation of which almost all employees
participate (excluding commission based employees and other employees paid for specific higher paid
positions, such as peak time.) A discussion of executive officer pay is incorporated within the
proxy and as such, this discussion will pertain to all other employees. Non-officer employees are
paid a cash incentive based on the projected overall performance of the Bank in terms of Return of
Average Assets (“ROA”). The Compensation Committee determines the target performance levels on
which the percentage of pay will be based. The Committee takes into account the five and ten year
trend of ROA along with budget forecasted for the next year and the Bank’s past year performance.
The Committee also considers the predicted banking environment under which the Bank will be
operating. Non-officers receive incentive pay in December of the same year based on the
year-to-date base compensation through the last pay received in November.
Officers, other than executive, receive incentive pay based on additional criterion. The officers
are rewarded based on overall ROA of the Bank along with individual pre-established goals.
Officers, therefore, have incentive pay at risk for individual performance. The individualized
goals are recommended by each officer’s supervisor and are approved by an incentive committee of
the Bank. The goals are designed to improve the performance of the Bank while also
12
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limiting the risk of a short-term performance focus. For example, a lending officer may be
given two goals of which one is to grow loans within specific targets and another is tied to a
specific level of past dues and charge-offs. The second goal limits the ability to be rewarded for
growth at all costs along with the specific target levels within the growth goal itself. Officers
in a support department may be given goals which create efficiencies, ensure compliance with
procedures, or generate new fee or product opportunities. An average of four goals were given to
each officer in 2010. Officers are paid cash incentives based on the year end ROA of the Bank and
receive it within the first quarter of the following year. Should the ROA be forecasted to be
positive but below the base target set by the Board, the officers are paid an incentive under the
same basis and timing as non-officers disclosed above.
The percentages of base pay on which the incentive is calculated graduates higher as does the
responsibility level of the employee and their ability to impact the financial performance of the
Bank. These percentages are recommended by management to the Compensation Committee and Board for
approval. The cash incentive plan along with its targets and goals are subject to modification at
the Compensation Committee and Board’s discretion throughout each year.
Dividend Payout Restrictions
We currently pay a quarterly dividend on our common shares. However, there is no assurance that we
will be able to pay dividends in the future. Dividends are subject to determination and
declaration by our board of directors, which takes into account many factors. The declaration of
dividends by us on our common stock is subject to the discretion of our board and to applicable
state and federal regulatory limitations. The Company’s ability to pay dividends on its common
stock depends on its receipt of dividends from the Bank. The Bank is subject to restrictions and
limitations in the amount and timing of the dividends it may pay to the Company.
Anti-Takeover Provisions
Provisions of our Articles of Incorporation and Ohio law could have the effect of discouraging
takeover attempts which certain stockholders might deem to be in their interest. These
anti-takeover provisions may make us a less attractive target for a takeover bid or merger,
potentially depriving shareholders of an opportunity to sell their shares of common stock at a
premium over prevailing market prices as a result of a takeover bid or merger.
Operational Risks
We are subject to certain operational risks, including, but not limited to, data processing system
failures and errors, customer or employee fraud and catastrophic failures resulting from terrorist
acts or natural disasters. We maintain a system of internal controls to mitigate against such
occurrences and maintain insurance coverage for such risks that are insurable, but should such an
event occur that is not prevented or detected by our internal controls, uninsured or in excess of
applicable insurance limits, it could have a significant adverse impact on our business, financial
condition or results of operations.
Limited Trading Market
Our common stock is not listed on any exchange or The NASDAQ Stock Market. Our stock is currently
quoted in the over-the-counter markets.
None.
Our principal office is located in Archbold, Ohio.
The Bank operates from the facilities at 307 North Defiance Street. In addition, the Bank owns the
property from 200 to 208 Ditto Street, Archbold, Ohio, which it uses for Bank parking and a
community mini-park area. The Bank owns
13
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real estate at two locations, 207 Ditto Street and 209 Ditto Street in Archbold, Ohio upon which
the bank built a commercial building to be used for storage, and a parking lot for company vehicles
and employee parking. The Bank also owns real estate across from the main facilities to provide for
parking.
The Bank occupies an Operations Center at 622 Clydes Way in Archbold, Ohio to accommodate our
growth over the years. The bank owns a parking lot in downtown Montpelier which had been provided
for customer use. The bank owns a property at 204 Washington Street, St Joe, Indiana at which an
ATM is located.
The Bank owns all of its office locations, with the exception of Angola, Indiana. The Angola
office location is leased. Current locations of retail banking services are:
| Office | Location | |||
|
Archbold, Ohio
|
1313 S Defiance Street | |||
|
|
||||
|
Wauseon, Ohio
|
1130 N Shoop Avenue
119 N Fulton Street |
|||
|
Stryker, Ohio
|
300 S Defiance Street | |||
|
|
||||
|
West Unity, Ohio
|
200 W Jackson Street | |||
|
|
||||
|
Bryan, Ohio
|
929 E High Street | |||
|
|
1000 S Main Street | |||
|
Delta, Ohio
|
101 Main Street | |||
|
|
||||
|
Montpelier, Ohio
|
1150 E Main Street | |||
|
|
||||
|
Napoleon, Ohio
|
2255 Scott Street | |||
|
|
||||
|
Swanton, Ohio
|
7 Turtle Creek Circle | |||
|
|
||||
|
Defiance, Ohio
|
1175 Hotel Drive | |||
|
|
||||
|
Perrysburg, Ohio
|
7001 Lighthouse Way | |||
|
|
||||
|
Butler, Indiana
|
200 S Broadway | |||
|
|
||||
|
Auburn, Indiana
|
403 Erie Pass | |||
|
|
||||
|
Angola, Indiana
|
2310 N Wayne Street | |||
|
|
||||
|
Hicksville, Ohio
|
100 N. Main Street |
All but one of the above locations have drive-up service facilities and an ATM.
There are no material pending legal proceedings, other than ordinary routine proceedings incidental
to the business of the Bank or the Company, to which we are a party or of which any of our
properties are the subject.
Our common stock is not listed on the NASDAQ stock market or any other stock exchange. While there
is no established public trading market for our common stock, our shares are currently
dually-quoted by various market makers on the Pink Sheets and the Over the Counter Bulletin Board,
which are both over-the-counter quotation services for participant broker-dealers.
14
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There are market makers that set a price for our stock; however, private sales continue to occur.
The high and low sale prices were from sales of which we have been made aware by researching daily
on Bloomberg.com. The high and low sale prices known to our management are as follows:
| Stock Prices 2010 | ||||||||
| Quarter | Low | High | ||||||
|
1st
|
$ | 16.00 | $ | 19.00 | ||||
|
2nd
|
17.00 | 20.00 | ||||||
|
3rd
|
17.95 | 19.45 | ||||||
|
4th
|
16.95 | 18.75 | ||||||
| Stock Prices 2009 | ||||||||
| Quarter | Low | High | ||||||
|
1st
|
$ | 17.60 | $ | 20.00 | ||||
|
2nd
|
17.55 | 20.50 | ||||||
|
3rd
|
19.25 | 20.99 | ||||||
|
4th
|
15.20 | 19.00 | ||||||
The Company utilizes Registrar and Transfer Company as its transfer agent.
As of February 7, 2011 there were 2,052 record holders of our common stock.
Below is a line-graph presentation comparing the cumulative total shareholder returns for the
Corporation, an index for NASDAQ Stock Market (U.S. Companies) comprised of all domestic common
shares traded on the NASDAQ National Market System and the NASDAQ Bank Index for the five-year
period ended December 31, 2010. The chart compares the value of $100 invested in the Corporation
and each of the indices and assumes investment on December 31, 2005 with all dividends reinvested.
The Board of Directors recognizes that the market price of stock is influenced by many factors,
only one of which is performance. The stock price performance shown on the graph is not
necessarily indicative of future performance.
I. Year 2005 as the Base
| 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||||||
|
FMSB
|
100.00 | 102.11 | 95.40 | 97.31 | 84.16 | 94.87 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
NASDAQ — COMPOSITE
|
100.00 | 110.33 | 121.98 | 74.11 | 106.34 | 124.87 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
NASDAQ-BANK INDEX
|
100.00 | 113.65 | 91.88 | 73.53 | 62.73 | 70.25 | ||||||||||||||||||
15
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Dividends are declared and paid quarterly. Per share dividends declared for the years ended
2010 and 2009 are as follows:
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | Total | ||||||
|
2010
|
0.18 | 0.18 | 0.18 | 0.19 | 0.73 | |||||
|
2009
|
0.18 | 0.18 | 0.18 | 0.18 | 0.72 |
The ability of the Company to pay dividends is limited by the dividend that the Company
receives from the Bank. The Bank may pay as dividends to the Company its retained earnings during
the current year and its prior two years. Currently, such limitation on the payment of dividends
from the Bank to the Company does not materially restrict the Company’s ability to pay dividends to
its shareholders.
Dividends declared during 2010 were $0.73 per share totaling $3.44 million, 1.39% higher than 2009
declared dividends of $0.72 per share. During 2010, the Company purchased 48,130 shares and
awarded 10,150 shares to 53 employees and 1,575 shares were forfeited under its long term
incentive plan. At year end, 2010, the Company held 477,106 shares in Treasury stock and 28,925 in
unearned stock awards.
Dividends declared during 2009 were $0.72 per share totaling $3.41 million, 5.88% higher than 2008
declared dividends of $0.68 per share. During 2009, the Company purchased 28,907 shares and
awarded 10,000 restricted shares to 49 employees under its long term incentive plan. 350 shares
were forfeited during 2009. At year end 2009, the Company held 437,551 shares in Treasury stock
and 27,775 in unearned stock awards.
The Company continues to have a strong capital base and to maintain regulatory capital ratios that
are significantly above the defined regulatory capital ratios. On January 21, 2011, the Company
announced the authorization by its Board of Directors for the Company’s repurchase, either on the
open market, or in privately negotiated transactions, of up to 200,000 shares of its outstanding
common stock commencing January 1, 2011 and ending December 31, 2011.
ISSUER PURCHASES OF EQUITY SECURITIES
| Total Number of | ||||||||||||||||
| Shares Purchased as | Remaining Share | |||||||||||||||
| Total Number of | Average Price Paid | Part of Publicly | Repurchase | |||||||||||||
| Period | Shares Purchased | per Share | Announced Programs | Authorization | ||||||||||||
|
10/1/2010 to 10/31/2010
|
— | — | — | 172,275 | ||||||||||||
|
11/1/2010 to 11/30/2010
|
5,000 | $ | 18.00 | 5,000 | 167,275 | |||||||||||
|
12/1/2010 to 12/31/2010
|
15,405 | $ | 17.61 | 15,405 | 151,870 | |||||||||||
|
Total (I)
|
20,405 | $ | 17.70 | 20,405 | 151,870 | |||||||||||
| (1) | The Company purchased shares in the market pursuant to stock repurchase program publicly announced on December 18, 2009. On that date, the Board of Directors authorized the repurchase of 200,000 common shares between January 1, 2010 and December 31, 2010. 20,405 shares were repurchased in the fourth quarter. In total for 2010, 48,130 shares were repurchased. |
16
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Reclassification
Certain amounts in the 2009 and 2008 consolidated financial statements have been reclassified to
conform with the 2010 presentation.
SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA
Summary of Consolidated Statement of Income — UNAUDITED
| (In Thousands, except share data) | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
|
Summary of Income:
|
||||||||||||||||||||
|
Interest income
|
$ | 39,893 | $ | 41,114 | $ | 43,824 | $ | 45,424 | $ | 42,269 | ||||||||||
|
Interest expense
|
10,863 | 13,220 | 18,101 | 21,722 | 18,535 | |||||||||||||||
|
Net Interest Income
|
29,030 | 27,894 | 25,723 | 23,702 | 23,734 | |||||||||||||||
|
Provision for loan loss
|
5,325 | 3,558 | 1,787 | 871 | 525 | |||||||||||||||
|
Net interest income after provision for loan loss
|
23,705 | 24,336 | 23,936 | 22,831 | 23,209 | |||||||||||||||
|
Other income (expense), net
|
(14,342 | ) | (15,256 | ) | (14,763 | ) | (12,269 | ) | (11,966 | ) | ||||||||||
|
Net income before income taxes
|
9,363 | 9,080 | 9,173 | 10,562 | 11,243 | |||||||||||||||
|
Income taxes
|
2,382 | 2,475 | 2,450 | 2,828 | 3,107 | |||||||||||||||
|
Net income
|
$ | 6,981 | $ | 6,605 | $ | 6,723 | $ | 7,734 | $ | 8,136 | ||||||||||
| Per Share of Common Stock: | ||||||||||||||||||||
| Earnings per common share outstanding * | ||||||||||||||||||||
|
Net income
|
$ | 1.48 | $ | 1.39 | $ | 1.39 | $ | 1.52 | $ | 1.57 | ||||||||||
|
Dividends
|
$ | 0.730 | $ | 0.720 | $ | 0.680 | $ | 0.640 | $ | 0.575 | ||||||||||
|
Weighted average number of shares outstanding
|
4,721,235 | 4,741,392 | 4,846,310 | 5,097,636 | 5,186,329 | |||||||||||||||
| * | Based on weighted average number of shares outstanding |
Summary of Consolidated Balance Sheet — UNAUDITED
| (In Thousands) | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
|
Total assets
|
$ | 906,363 | $ | 853,860 | $ | 805,729 | $ | 803,974 | $ | 737,096 | ||||||||||
|
Loans, net
|
521,883 | 563,911 | 562,336 | 523,474 | 498,580 | |||||||||||||||
|
Total Deposits
|
724,513 | 676,444 | 615,732 | 634,593 | 585,409 | |||||||||||||||
|
Stockholders’ equity
|
94,403 | 93,584 | 90,547 | 89,375 | 87,732 | |||||||||||||||
|
|
||||||||||||||||||||
|
Key Ratios
|
||||||||||||||||||||
|
Return on average equity
|
7.38 | % | 7.19 | % | 7.51 | % | 8.71 | % | 9.64 | % | ||||||||||
|
Return on average assets
|
0.80 | % | 0.80 | % | 0.84 | % | 1.06 | % | 1.14 | % | ||||||||||
|
Loans to deposits
|
72.03 | % | 83.36 | % | 91.33 | % | 82.49 | % | 85.17 | % | ||||||||||
|
Capital to assets
|
10.42 | % | 10.96 | % | 11.24 | % | 11.12 | % | 11.90 | % | ||||||||||
|
Dividend payout
|
49.33 | % | 51.66 | % | 48.77 | % | 42.00 | % | 36.63 | % | ||||||||||
17
Table of Contents
Critical Accounting Policy and Estimates
The Company’s consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, and the Company follows general
practices within the financial services industry in which it operates. At times the application of
these principles requires Management to make assumptions, estimates and judgments that affect the
amounts reported in the financial statements and accompanying notes. These assumptions, estimates
and judgments are based on information available as of the date of the financial statements. As
this information changes, the financial statements could reflect different assumptions, estimates
and judgments. Certain policies inherently have a greater reliance on assumptions, estimates and
judgments and as such have a greater possibility of producing results that could be materially
different than originally reported. Examples of critical assumptions, estimates and judgments are
when assets and liabilities are required to be recorded at fair value, when a decline in the value
of an asset not required to be recorded at fair value warrants an impairment write-down or
valuation reserve to be established, or when an asset or liability must be recorded contingent
upon a future event.
All significant accounting policies followed by the Company are presented in Note 1 to the
consolidated financial statements. These policies, along with the disclosures presented in the
notes to the consolidated financial statements and in the management discussion and analysis of
financial condition and results of operations, provide information on how significant assets and
liabilities are valued and how those values are determined for the financial statements. Based on
the valuation techniques used and the sensitivity of financial statement amounts to assumptions,
estimates and judgments underlying those amounts, management has identified the determination of
the Allowance for Loan and Lease Losses (ALLL) and the valuation of its Mortgage Servicing Rights
and Other Real Estate Owned (OREO) as the accounting areas that requires the most subjective or
complex judgments, and as such could be the most subject to revision as new information becomes
available.
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially
recorded at the lower of fair value or the loan carrying amount at the date of foreclosure.
Subsequent to foreclosure, valuations are periodically performed by Management and the assets are
carried at the lower of carrying amount or fair value less cost to sell.
The ALLL represents management’s estimate of credit losses inherent in the Bank’s loan portfolio
at the report date. The estimate is a composite of a variety of factors including experience,
collateral value, and the general economy. ALLL includes a specific portion, a formula driven
portion, and a general nonspecific portion. The collection and ultimate recovery of the book value
of the collateral, in most cases, is beyond our control.
The Company is also required to estimate the value of its Mortgage Servicing Rights. The Company
recognizes as separate assets rights to service fixed rate single-family mortgage loans that it
has sold without recourse but services for others for a fee. Mortgage servicing assets are
initially recorded at cost, based upon pricing multiples as determined by the purchaser, when the
loans are sold. Mortgage servicing assets are carried at the lower of the initial carrying value,
adjusted for amortization, or estimated fair value. Amortization is determined in proportion to
and over the period of estimated net servicing income using the level yield method. For purposes
of determining impairment, the mortgage servicing assets are stratified into like groups based on
loan type, term, new versus seasoned and interest rate. The valuation is completed by an
independent third party.
The expected and actual rates of mortgage loan prepayments are the most significant factors
driving the potential for the impairment of the value of mortgage servicing assets. Increases in
mortgage loan prepayments reduce estimated future net servicing cash flows because the life of the
underlying loan is reduced.
The Company’s mortgage servicing rights relating to loans serviced for others represent an asset of
the Company. This asset is initially capitalized and included in other assets on the Company’s
consolidated balance sheet. The mortgage servicing rights are then amortized against noninterest
income in proportion to, and over the period of, the estimated future net servicing income of the
underlying mortgage servicing rights. There are a number of factors, however, that can affect the
ultimate value of the mortgage servicing rights to the Company, including the estimated prepayment
speed of the loan and the discount rate used to present value the servicing right. For
18
Table of Contents
example, if the mortgage loan is prepaid, the Company will receive fewer servicing fees,
meaning that the present value of the mortgage servicing rights is less than the carrying value of
those rights on the Company’s balance sheet. Therefore, in an attempt to reflect an accurate
expected value to the Company of the mortgage servicing rights, the Company receives a valuation of
its mortgage servicing rights from an independent third party. The independent third party’s
valuation of the mortgage servicing rights is based on relevant characteristics of the Company’s
loan servicing portfolio, such as loan terms, interest rates and recent national prepayment
experience, as well as current national market interest rate levels, market forecasts and other
economic conditions. Management, with the advice from its third party valuation firm, review the
assumptions related to prepayment speeds, discount rates, and capitalized mortgage servicing income
on a quarterly basis. Changes are reflected in the following quarter’s analysis related to the
mortgage servicing asset. In addition, based upon the independent third party’s valuation of the
Company’s mortgage servicing rights, management then establishes a valuation allowance by each
strata, if necessary, to quantify the likely impairment of the value of the mortgage servicing
rights to the Company. The estimates of prepayment speeds and discount rates are inherently
uncertain, and different estimates could have a material impact on the Company’s net income and
results of operations. The valuation allowance is evaluated and adjusted quarterly by management to
reflect changes in the fair value of the underlying mortgage servicing rights based on market
conditions. The accuracy of these estimates and assumptions by management and its third party can
be directly tied back to the fact that management has not been required to record a valuation
allowance through its income statement based upon the valuation of each stratum of serving rights.
For more information regarding the estimates and calculations used to establish the ALLL and the
value of Mortgage Servicing Rights, please see Note 1 to the consolidated financial statements
provided herewith.
2010 in Review
During 2010 the Company proved it was up to the challenges presented by another tough year.
One of the first indications of decreased revenue caused by regulatory changes was felt in the
overdraft fee arena. The impact of regulatory reform on fees in banking remains a concern for the
Company in the coming years. Economic challenges were also faced by the Company, our shareholders,
employees and customers. Unemployment remained high in the markets we serve, though slight
improvements began towards the second half of the year. The economic outlook appears to favor the
economic recovery, though recognition of its fragility exists.
Continued difficult economic stresses caused the Company to experience significant expenses to
improve its loan quality and to seek additional sources of revenue to offset these costs. Loan
costs included increased collection, loss provision, and legal expenses. The benefits of those
costs were an $8.2 million decrease in nonaccrual loans, $7.8 million decrease in loans classified
as impaired, and an overall $8.7 million decrease in the Bank’s watch list loans, as of December
31, 2010 as compared to 2009, all of which; positions the Company for better earnings in the year
to come.
The improvement in asset quality also correlates to a $42 million decrease in the net loan
balances when comparing December 31, 2010 to the same date in 2009. This smaller loans balance in
turn explains a somewhat hidden cost — a decline in the interest income from loans for 2010 as
compared to 2009. This is discussed in greater detail in the net interest income section.
Offsetting the additional expenses in the loan portfolio was the $956 thousand gain on sale of
investments and an increase in noninterest income during 2010. A decrease in long-term rates
during the fourth quarter spurred activity in the consumer real estate market and the addition of
the Hicksville office in July 2010 contributed to the increase in noninterest income.
The Company is proud of the strides that were achieved in improving asset quality while increasing
2010’s net income over 2009. Earnings per share were $0.09 higher than the previous two years. The
Company is well positioned to face the challenges of 2011.
19
Table of Contents
Material Changes in Results of Operations
The discussion now turns to more financial based results and trends as a result of 2010
operations. In comparing line items of the consolidated statement of income for years ended 2008
through 2010, it is easily seen where the Company has been spending its time and the impact of the
recession. Decreasing interest income and expense are obvious large factors on the profitability
of the Company for 2010; however, that discussion can be found in the net interest income section.
This discussion will focus on the significant noninterest items that impacted the operations of
the Company.
Looking at the positive items first; overall, non-interest income shows a trend of improvement. A
nice improvement of $1.1 million in 2010 over 2009 was preceded by a more significant gain of over
$1.3 million in 2009 as compared to 2008. Accounting for over $1 million of the gain in 2009 was
the revenue generated from mortgage loan activity through establishing mortgage servicing rights
and gain on the sale of loans into the secondary market. As mentioned earlier, the fourth quarter
of 2010 was also a busy time handling refinance activity for mortgages; however the volume was
below 2009. In terms of dollars, 2010 was $381 thousand lower than 2009’s noninterest income from
mortgage activities. It did make up almost $1.4 million of noninterest income in 2010. It was a
much needed, but unexpected source of increased revenue.
The largest difference in noninterest income for 2010 compared to the previous years was the gain
on sale of securities. For 2010, it accounted for $956 thousand compared to $230 and $15 thousand
for 2009 and 2008 respectively. The Bank was able to take advantage of the ability to book some
gains on the sale of securities. This opportunity presented itself in the first and last quarter
of 2009 and the first three quarters of 2010. The Bank did not sacrifice long term profitability
for short term gains as the yields of the portfolio were not negatively impacted by the sales.
The discussion on causes for changes to yields follows in the interest section. The Bank did
recognize a loss of just over $50 thousand on an equity security of a Banker’s Bank in 2009. The
entity had been taken over by the FDIC with its assets and deposits being bought by another
financial institution.
Another increase to non-interest income was derived from increased debit card usage. As the Bank
receives interchange revenue from each “swipe” of the card, usage increased thereby increasing
revenue over $232 thousand in 2010 as compared to 2009 and over $126.5 thousand in 2009 over 2008.
Both increases are attributed to the growth and popularity of the Bank’s Reward checking product
which migrated to KASASA in 2010. One of the criteria for the payment of high interest on the
account is utilizing the debit card at least twelve times per statement cycle. The Bank’s Reward
& KASASA Checking customers averaged 25 transactions per statement during 2009 and 2010,
surpassing the 9 transactions average of our Free Checking customers. The additional revenue from
debit card usage offsets the interest expense, creating a win-win situation for the customers and
the Bank. In 2011, this revenue stream may be reduced by the Federal Reserve regulating the
interchange fee. All of the KASASA products have a debit card usage qualification; however,
interest income is not the customer benefit for all accounts. As an alternative to receiving
interest on their deposits, customers may choose to receive credit towards iTunes downloads or
donate earnings to charity.
One additional noninterest income item to mention is overdraft and return check fee income. This
revenue source increased $37.7 thousand or 1.6% in 2010 over 2009 supported by a 9% increase in
the number of accounts and a $20 million increase in year-end balances. Hicksville accounted for
44% of the increase in the number of accounts and only 19% in the balances. During 2009, this
revenue stream decreased 6.5%, or $176 thousand, during 2009 even though the number of checking
accounts increased 4.16% and the portfolio yearend balance was $23.6 million higher in 2009 than
2008. Over the last three years, the average revenue per account continued to decrease due to
regulatory changes. This revenue source remains under intense regulatory review and additional
changes are required in 2011 that may negatively impact revenue.
Service charge income remained virtually unchanged from 2008 even with the increase in
accounts. Most of the new accounts added either don’t have service fee charges and/or the
balances are high enough to offset any charges. The largest increase was in the Health Savings
Account portfolio where the volume of accounts has increased steadily the last two years. Both the
OD and return check and service charge income from checking accounts are included in the customer
service fees line item on the income statement.
20
Table of Contents
Switching to the expense side, overall, non-interest expense increased less than 1% in 2010
over 2009 while an increase of 8.6% or $1.8 million occurred in 2009 over 2008. The largest
factor behind the 2009 increase was FDIC assessment, which was broken out as its own line item on
the statement of income due to its significance. Of the $1.8 million increase in 2009 noninterest
expense, $1.2 million is attributed to the cost of FDIC insurance. FDIC insurance, while still
costly at $1.1 million, decreased in 2010 as compared to 2009 by $253 thousand.
The largest increase in 2010 over 2009 in noninterest expense, aside from provision expense, was
the summation line of “Other general and administrative” expenses on the income statement. Within
this summation line, the larger increases correspond to the asset quality issues and included an
increase in loan collection expenses, cost of appraisals, and insurance cost for other real estate
owned totaling $403 thousand. This was the second year of increased cost due to collection as 2009
had an increase of $251 thousand as compared to 2008. These costs were necessary to improve the
asset quality and position the Bank for higher profitability in the future.
Also mentioned previously was the mortgage refinancing activity of the last two years. A
correlating expense to that activity is the amortization of mortgage servicing rights. The income
was discussed previously; the amortization is the offset to the income recognized. These remain
large line items on both sides of the income statement. Income is recorded when the mortgage loan
is first sold with servicing retained and is therefore recognized within one year. The
amortization, however, is calculated over the life of the loan and accelerated when paid off
early. An increase in this expense can be driven by two activities: an increase in the number of
sold loans and/or by the acceleration of the expense from payoff and refinance activity. The best
picture of the bottom line impact is achieved by netting the income with the expense each year.
2008 had net income of $77 thousand, 2009 had net income of $225 thousand and 2010 had net income
of only $1.1 thousand. Of course, the value (or income) of the mortgage servicing right when sold
also impacts the net position. The reason for 2009’s larger net position is due to the increase
in the number of loans being serviced; thereby new rights are being established without having
been offset by accelerated expense. This is evidenced by the year end number of loans and
balances being up significantly. In 2010, the income barely offset the amortization expense. As
of December 31, 2010 there were 3,647 loans serviced with outstanding balances of $275.7 million,
there were 3,571 loans serviced with outstanding balances of $267.8 million for 2009, and 3,472
loans with balances of $277.5 million for 2008. Returning to the expense only portion, expense
for 2010 was $250 thousand lower than 2009, 2009 was $563 thousand higher than the expense for
2008.
The impact of mortgage servicing rights to both noninterest income and expense is shown in the
following table:
| December 31 | December 31 | December 31 | ||||||||||
| 2010 | 2009 | 2008 | ||||||||||
| (In thousands) | ||||||||||||
|
Capitalized Additions (Noninterest income)
|
$ | 685 | $ | 1,158 | $ | 447 | ||||||
|
|
||||||||||||
|
Amortizations (Noninterest expense)
|
(684 | ) | (933 | ) | (370 | ) | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Net Noninterest income
|
$ | 1 | $ | 225 | $ | 77 | ||||||
|
|
||||||||||||
Salaries and wages increased $172 thousand in 2010 over 2009. Three main components flow into
salaries and wages: base salary, deferred costs from loans and incentive pay. Base salaries
decreased during 2010 even with the addition of the Hicksville office by $338 thousand. The
deferred costs component actually decreased by $318 thousand which in effect increases salary
expense and incentive pay increased $192 thousand. (For further discussion on incentive pay, see
note 11 of the consolidated financial statements). During the first part of 2009, some of the
Bank’s lending officers were also very busy in auto loan financing. This activity was spurred by
government and auto manufacturer incentives along with large banks exiting the market in the first
half of the year. The consumer loan portfolio grew by 26%, or almost $6 million. This increased
activity offset the increased salary expense as deferred costs from these loans are recorded as a
deduction to the salary expense when the loans are made. While salaries and wages decreased in
2009
21
Table of Contents
as compared to 2008, it was this component that made it possible. Base salary expense
increased just over $400 thousand with the deferred costs offsetting with a $50 thousand increase
for 2009. The increases in base salary have been driven by additional offices being opened and
increase in revenue generating positions, such as additional staff in the Bank’s financial
planning division.
Employee benefits decreased $109 thousand in 2010 as compared to 2009 and 2009 ended at $185 less
than (or basically even) 2008’s. The Bank is partially self-insured and fluctuations to costs are
therefore caused by fluctuations in claims made by employees. Employee’s group insurance costs
were lower in 2010 than 2009 by $139 thousand and were up $224 for 2009 over 2008. In 2009, the
Bank offered a traditional medical plan along with a Health Savings Account (HSA) option. Both
options were available in 2009 and the decision was made to implement the HSA plan only bank-wide
for 2010. The increase in medical expense in 2009 was offset by a decrease of $201.5 thousand in
miscellaneous personnel expense and in the BOLI retirement expense for 2009 as compared to 2008.
Miscellaneous personnel expense includes such items as employee outings and the use of employment
and executive search agencies. Bank Owned Life Insurance (BOLI) retirement expense represents the
yearly cost to fund the liability of post retirement officers upon which the Bank has an insurance
policy of which the Bank is the beneficiary. The total of these two expenses increased $47
thousand in 2010 as compared to 2009 and as stated previously was opposite of the movement in 2009
as compared to 2008.
Occupancy expense decreased by only $14 thousand in 2010 as compared to 2009. In 2009 it
increased $84 thousand over 2008 with the largest impact stemming from the costs associated with
holding Other Real Estate Owned (OREO). The balance in OREO increased from $426.7 thousand as of
December 31, 2008 to $1.4 million as of December 31, 2009. The largest expense increase in
occupancy was real estate taxes, which was driven by the additional holding of OREO and had
increased $82.9 thousand in 2009 and held steady in 2010. OREO increased to $4.5 million in 2010
which included some rental properties and thereby had rental income of $45 thousand to help offset
the cost of holding.
A positive reduction in data processing expense of $183 thousand occurred in 2010. This was
preceded by a reduction of $98 thousand in 2009 as compared to 2008. The larger reduction in 2010
was mainly due to the reduction of costs as the Bank switched its core service provider in
February. In 2009, the decrease is not attributable to just one vendor, but rather a negotiation
with multiple vendors. The Company continues to investigate ways to reduce this expense. The
pricing on many services, however, is based on number of accounts and the Bank fully expects those
to increase with the KASASA additions and an improving economy.
The largest cost increase to the Bank in 2010 and 2009 was the Provision for Loan Losses. A tough
economic environment existed for most businesses in our primary market area during 2007 through
2010. In 2010, the provision expense was $1.8 million higher than 2009 and $3.5 million over
2008. Gross charge-offs were $6.4 million for 2010, $3.3 million for 2009, as compared to 2008’s
$2.6 million. Recoveries were $795, $242, and $348 thousand for 2010, 2009, and 2008,
respectively. Unfortunately, 2010 had the highest charge-off and lowest recovery amounts, making
the net charge-offs the highest at $5.6 million. 2009 had a net charge-off position of $3.0
million and 2008 had a net charge-off position of $2.2 million. 2008 was impacted by mostly
agricultural business and 2009 and 2010 activity was mainly
commercial driven. Further analysis by loan type is presented in the discussion of the allowance
for credit losses.
Net Interest Income
The primary source of the Company’s traditional banking revenue is net interest income. Net
interest income is the difference between interest income on interest earning assets, such as
loans and securities, and interest expense on liabilities used to fund those assets, such as
interest bearing deposits and other borrowings. Net interest income is affected by changes in
both interest rates and the amount and composition of earning assets and liabilities. The change
in net interest income is most often measured as a result of two statistics — interest spread and
net interest margin. The difference between the yields on earning assets and the rates paid for
interest bearing liabilities supporting those funds represents the interest spread. Because
noninterest bearing sources of funds such as demand deposits and stockholders’ equity also support
earning assets, the net interest margin exceeds the interest spread.
22
Table of Contents
Overall, we continue to see pressure in the net interest margin and spread with the risk remaining
fairly constant. The net interest margin decreased by 11 basis points and the net interest spread
decreased by 5 basis points in comparing 2010 to 2009, with both sides of the equation having
lower yields. In connection with interest concerns was the high level of nonaccruals and watch
list loans throughout the year. Major improvement occurred in the decrease of nonaccrual and
watch list loans to make the future look bright for 2011. Nonaccruals increased during the first
part of the year and decreased due to charge-off and payoff during the second half, specifically
the fourth quarter. Sustained improvement in the margin will be helped as a large portion of the
nonaccruals have been removed from the books. Short term rates remained flat throughout the year
and long term rates lowered during the fourth quarter and have since increased in the first two
months of 2011.
Earnings assets increased during the year in actual and average balance. The interest collected
on the earning assets decreased; the yield decreasing for 2010 as compared to 2009 in all
portfolios. The largest decrease in yield occurred in the taxable investment securities and was
due to the large amount of calls on government sponsored agencies and the yield on new purchases
as the growth in the portfolio was over $30 million in average. It was not unusual for a called
security to be replaced with a new security with a yield lower by 100 basis points or more.
Overall, this portfolio’s yield was 121 basis points lower in 2010 than in 2009.
Loans which have the highest earning asset yield decreased in average by $8 million when comparing
2010 average to 2009 average balance. The overall change in yield in the loan portfolio for 2010
was due mainly to the change in balance than to the change in rate. Given that the loan portfolio
represented only 67% of the earning assets in 2010 as compared to 2009’s 73% and the yield is the
highest, it stands to reason that the overall asset yield decreased in 2010 as compared to 2009.
Coupling this with the growth in earning assets being invested in securities and Federal Funds
Sold and interest bearing bank balances, the overall yield on earning assets decreased 52 basis
points as compared to 2009 and 103 basis points lower than 2008.
While the loan portfolio size had remained fairly constant in 2009, the yield, or income,
generated had decreased for the second straight year. This was due to the low interest rate
environment, with the lending prime rate within 26 basis points of the Company’s net interest
spread at that time. Spread is the difference between what the Company earns on its assets and
pays on its liabilities. It is on this spread that the Company must fund its operations and
generate profit. When the asset yield decreases so must the cost of funds to maintain
profitability. It becomes increasingly challenging as the asset yield gets closer to the prime
lending rate, or the break-even point, of operations. To mitigate the low rate environment, the
Bank placed rate floors on most variable loans during 2009, which were typically 125 basis points
over the current prime rate. This protected the Bank during a flat rate environment. The
challenge will come when rates start to rise and the Bank will be affected by the index spreads
also placed on the loans. The Bank worked to increase the spread on loans during 2010 to minimize
the impact of an increased prime rate not directly correlating to an increased yield on loans.
Looking at the other side of the balance sheet and the interest cost of funds, a decrease in the
cost is apparent for 2010 as compared to both 2009 and 2008. Fortunately, the cost of funds
decreased at a faster rate than the asset yield in 2009 and the net interest margin and spread
improved over 2008. Unfortunately, in 2010, the asset yield decreased more than the cost of funds
and the net interest margin and spread decreased as compared to 2009.
The impact of the change in the portfolio mix was a factor in the liabilities as it was in the
assets. All portfolios decreased in cost of funds with the exception of the one, savings deposits,
which represented 94% of the growth in average balances between 2010 and 2009. Savings deposits
increased $48 million and the cost increased 4 basis points. The growth in balances was related
to the growth in the new KASASA product offerings which rewarded customers by paying a higher
interest rate for deposits which was offset by noninterest related Bank earnings and savings. By
participating in the KASASA Saver product, a customer may have earned as much as 160 basis points
more than the Bank’s basic savings account. Even with the increased interest cost to the Bank for
offering these products, the Bank was still able to decrease its cost of funds by 47 basis points.
Time deposits, other borrowed money and securities sold under agreement to repurchase all
decreased. The Bank borrowed funds from the Federal Home Loan Bank in the first quarter of 2010,
to lock in lower rates to replace maturities coming due in the second through fourth quarter of
the year. If the Bank does not borrow any additional funds in 2011, the cost of these funds
23
Table of Contents
will
again be lower in 2011since the associated expense of the matured advances will be off for a full
year. The average balance will also be lower by $7.5 million.
The following tables present net interest income, interest spread and net interest margin for the
three years 2008 through 2010, comparing average outstanding balances of earning assets and
interest bearing liabilities with the associated interest income and expense. The table also
shows their corresponding average rates of interest earned and paid. The tax-exempt asset yields
have been tax affected to reflect a marginal corporate tax rate of 34%. Average outstanding loan
balances include non-performing loans and mortgage loans held for sale. Average outstanding
security balances are computed based on carrying values including unrealized gains and losses on
available-for-sale securities.
The percentage of interest earning assets to total assets decreased in 2010 over 2009 and
increased slightly in 2009 over 2008 and remained above 90% at a respectable 90.73% and 93.55% for
2010 and 2009, respectively.
As stated previously, the decreased yield on the assets was outpaced by the decreased cost of
funds in 2009. The average balances for interest bearing liabilities increased only $17.4 million
compared to 2008. While the balance increased, the costs on those funds were significantly lower.
The average cost for 2009 was 2.00% compared to 2008’s 2.82%. The balances in noninterest
bearing liabilities also increased during the last three years.
As with the yields on assets for 2009, the largest fluctuation in the cost of funds was in the
shorter term liabilities, savings deposits. The cost on savings decreased 66% while on time
deposits the cost decreased 38%. The Bank has focused on increasing its core deposit base to
lessen the dependency on higher cost time deposits. The Bank has also attempted to increase the
duration of the time deposits; however, customers have maintained a short-term, twelve month
focus.
The yield on Tax-Exempt investments securities shown in the following charts were computed on a
tax equivalent basis. The yield on Loans has been tax adjusted for the portion of tax-exempt IDB
loans included in the total. Total Interest Earning Assets is therefore also reflecting a tax
equivalent yield in both line items, also with the Net Interest Spread and Margin. The
adjustments were based on a 34% tax rate.
[Remainder of this page intentionally left blank.]
24
Table of Contents
| 2010 | ||||||||||||
| (In Thousands) | ||||||||||||
| Average | Interest / | |||||||||||
| Balance | Dividends | Yield/Rate | ||||||||||
|
ASSETS
|
||||||||||||
|
Interest Earning
Assets:
|
||||||||||||
|
Loans (1)
|
$ | 550,698 | $ | 32,860 | 6.00 | % | ||||||
|
Taxable investment securities
|
176,885 | 4,847 | 2.74 | % | ||||||||
|
Tax-exempt investment securities
|
59,537 | 2,091 | 5.32 | % | ||||||||
|
Federal funds sold & interest bearing deposits
|
35,195 | 95 | 0.27 | % | ||||||||
|
|
||||||||||||
|
Total Interest Earning Assets
|
822,315 | $ | 39,893 | 5.00 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Earning Assets:
|
||||||||||||
|
Cash and
cash equivalents
|
14,046 | |||||||||||
|
Other assets
|
42,096 | |||||||||||
|
|
||||||||||||
|
Total Assets
|
$ | 878,457 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||
|
|
||||||||||||
|
Interest Bearing
Liabilities:
|
||||||||||||
|
Savings deposits
|
$ | 305,426 | $ | 2,190 | 0.72 | % | ||||||
|
Other time deposits
|
321,018 | 6,936 | 2.16 | % | ||||||||
|
Other borrowed money
|
37,517 | 1,459 | 3.89 | % | ||||||||
|
Federal funds
purchased and
securties sold under agreement to
repurchase
|
46,530 | 278 | 0.60 | % | ||||||||
|
|
||||||||||||
|
Total Interest Bearing Liabilities
|
710,491 | $ | 10,863 | 1.53 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Bearing Liabilities:
|
||||||||||||
|
Non-interest bearing demand deposits
|
63,108 | |||||||||||
|
Other
|
10,207 | |||||||||||
|
|
||||||||||||
|
Total Liabilities
|
783,806 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Shareholders’ Equity
|
94,651 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Total Liabilities and Shareholders’ Equity
|
$ | 878,457 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Interest/Dividend income/yield
|
$ | 39,893 | 5.00 | % | ||||||||
|
Interest
Expense / yield
|
$ | 10,863 | 1.53 | % | ||||||||
|
|
||||||||||||
|
Net Interest Spread
|
$ | 29,030 | 3.47 | % | ||||||||
|
|
||||||||||||
|
Net Interest Margin
|
3.68 | % | ||||||||||
|
|
||||||||||||
25
Table of Contents
| 2009 | ||||||||||||
| (In Thousands) | ||||||||||||
| Average | Interest/ | |||||||||||
| Balance | Dividends | Yield/Rate | ||||||||||
|
ASSETS
|
||||||||||||
|
|
||||||||||||
|
Interest Earning Assets:
|
||||||||||||
|
Loans (1)
|
$ | 558,869 | $ | 33,585 | 6.04 | % | ||||||
|
Taxable investment securities
|
146,872 | 5,798 | 3.95 | % | ||||||||
|
Tax-exempt investment securities
|
46,736 | 1,686 | 5.47 | % | ||||||||
|
Federal funds sold & interest bearing deposits
|
11,937 | 45 | 0.38 | % | ||||||||
|
|
||||||||||||
|
Total Interest Earning Assets
|
764,414 | $ | 41,114 | 5.52 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Earning Assets:
|
||||||||||||
|
Cash and cash equivalents
|
19,209 | |||||||||||
|
Other assets
|
39,007 | |||||||||||
|
|
||||||||||||
|
Total Assets
|
$ | 822,630 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||
|
|
||||||||||||
|
Interest Bearing Liabilities:
|
||||||||||||
|
Savings deposits
|
$ | 257,345 | $ | 1,755 | 0.68 | % | ||||||
|
Other time deposits
|
317,619 | 9,252 | 2.91 | % | ||||||||
|
Other borrowed money
|
38,498 | 1,727 | 4.49 | % | ||||||||
|
Federal funds purchased and securities sold under agreement to
repurchase
|
45,920 | 486 | 1.06 | % | ||||||||
|
|
||||||||||||
|
Total Interest Bearing Liabilities
|
659,382 | $ | 13,220 | 2.00 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Bearing Liabilities:
|
||||||||||||
|
Non-interest bearing demand deposits
|
57,630 | |||||||||||
|
Other
|
13,778 | |||||||||||
|
|
||||||||||||
|
Total Liabilities
|
730,790 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Shareholders’ Equity
|
91,840 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Total Liabilities and
Shareholders’ Equity
|
$ | 822,630 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Interest/Dividend income/yield
|
$ | 41,114 | 5.52 | % | ||||||||
|
Interest Expense / yield
|
$ | 13,220 | 2.00 | % | ||||||||
|
|
||||||||||||
|
Net Interest Spread
|
$ | 27,894 | 3.52 | % | ||||||||
|
|
||||||||||||
|
Net Interest Margin
|
3.79 | % | ||||||||||
|
|
||||||||||||
26
Table of Contents
| 2008 | ||||||||||||
| (In Thousands) | ||||||||||||
| Average | Interest/ | |||||||||||
| Balance | Dividends | Yield/Rate | ||||||||||
|
ASSETS
|
||||||||||||
|
|
||||||||||||
|
Interest Earning Assets:
|
||||||||||||
|
Loans (1)
|
$ | 544,310 | $ | 34,994 | 6.46 | % | ||||||
|
Taxable investment securities
|
146,877 | 6,963 | 4.74 | % | ||||||||
|
Tax-exempt investment securities
|
42,361 | 1,594 | 5.70 | % | ||||||||
|
Federal funds sold & interest bearing deposits
|
9,423 | 273 | 2.90 | % | ||||||||
|
|
||||||||||||
|
Total Interest Earning Assets
|
742,971 | $ | 43,824 | 6.03 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Earning Assets:
|
||||||||||||
|
Cash and cash equivalents
|
19,399 | |||||||||||
|
Other assets
|
35,317 | |||||||||||
|
|
||||||||||||
|
Total Assets
|
$ | 797,687 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||
|
|
||||||||||||
|
Interest Bearing Liabilities:
|
||||||||||||
|
Savings deposits
|
$ | 240,880 | $ | 2,760 | 1.15 | % | ||||||
|
Other time deposits
|
314,005 | 12,467 | 3.97 | % | ||||||||
|
Other borrowed money
|
38,110 | 1,747 | 4.58 | % | ||||||||
|
Federal
funds purchased and securities
sold under agreement to repurchase
|
49,014 | 1,127 | 2.30 | % | ||||||||
|
|
||||||||||||
|
Total Interest Bearing Liabilities
|
642,009 | $ | 18,101 | 2.82 | % | |||||||
|
|
||||||||||||
|
|
||||||||||||
|
Non-Interest Bearing Liabilities:
|
||||||||||||
|
Non-interest bearing demand deposits
|
53,208 | |||||||||||
|
Other
|
12,928 | |||||||||||
|
|
||||||||||||
|
Total Liabilities
|
708,145 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Shareholders’ Equity
|
89,542 | |||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Total Liabilities and
Shareholders’ Equity
|
$ | 797,687 | ||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Interest/Dividend income/yield
|
$ | 43,824 | 6.03 | % | ||||||||
|
Interest Expense / yield
|
$ | 18,101 | 2.82 | % | ||||||||
|
|
||||||||||||
|
Net Interest Spread
|
$ | 25,723 | 3.21 | % | ||||||||
|
|
||||||||||||
|
Net Interest Margin
|
3.60 | % | ||||||||||
|
|
||||||||||||
The following tables show changes in interest income, interest expense and net interest
resulting from changes in volume and rate variances for major categories of earnings assets and
interest bearing liabilities.
27
Table of Contents
| 2010 vs 2009 | ||||||||||||
| (In Thousands) | ||||||||||||
| Net | Due to change in | |||||||||||
| Change | Volume | Rate | ||||||||||
|
Interest Earning Assets:
|
||||||||||||
|
Loans
|
$ | (725 | ) | $ | (494 | ) | $ | (231 | ) | |||
|
Taxable investment securities
|
(951 | ) | 1,185 | (2,136 | ) | |||||||
|
Tax-exempt investment securities
|
405 | 700 | (295 | ) | ||||||||
|
Federal funds sold & interest bearing deposits
|
50 | 88 | (38 | ) | ||||||||
|
|
||||||||||||
|
Total Interest Earning Assets
|
$ | (1,221 | ) | $ | 1,479 | $ | (2,700 | ) | ||||
|
|
||||||||||||
|
|
||||||||||||
|
Interest Bearing Liabilities:
|
||||||||||||
|
Savings deposits
|
$ | 435 | $ | 328 | $ | 107 | ||||||
|
Other time deposits
|
(2,316 | ) | 99 | (2,415 | ) | |||||||
|
Other borrowed money
|
(268 | ) | (44 | ) | (224 | ) | ||||||
|
Federal
funds purchased and securities
sold under agreement to repurchase
|
(208 | ) | 6 | (214 | ) | |||||||
|
|
||||||||||||
|
Total Interest Bearing Liabilities
|
$ | (2,357 | ) | $ | 389 | $ | (2,746 | ) | ||||
|
|
||||||||||||
| 2009 vs 2008 | ||||||||||||
| (In Thousands) | ||||||||||||
| Net | Due to change in | |||||||||||
| Change | Volume | Rate | ||||||||||
| Interest Earning Assets: | ||||||||||||
|
Loans
|
$ | (1,409 | ) | $ | 941 | $ | (2,350 | ) | ||||
|
Taxable investment securities
|
(1,165 | ) | (0 | ) | (1,165 | ) | ||||||
|
Tax-exempt investment securities
|
92 | 249 | (157 | ) | ||||||||
|
Federal funds sold & interest bearing deposits
|
(228 | ) | 73 | (301 | ) | |||||||
|
|
||||||||||||
|
Total Interest Earning Assets
|
$ | (2,710 | ) | $ | 1,263 | $ | (3,973 | ) | ||||
|
|
||||||||||||
|
|
||||||||||||
|
Interest Bearing Liabilities:
|
$ | (1,005 | ) | $ | 189 | $ | (1,194 | ) | ||||
|
Savings deposits
|
(3,215 | ) | 143 | (3,358 | ) | |||||||
|
Other time deposits
|
(20 | ) | 18 | (38 | ) | |||||||
|
Other borrowed money
|
— | |||||||||||
|
Federal
funds purchased and securities sold under agreement to repurchase
|
(641 | ) | (71 | ) | (570 | ) | ||||||
|
|
||||||||||||
|
Total Interest Bearing Liabilities
|
$ | (4,881 | ) | $ | 279 | $ | (5,160 | ) | ||||
|
|
||||||||||||
As mentioned in the discussion earlier, in reviewing the 2010 to 2009 comparison, an impact in
change due to volume is evident, where as the 2009 to 2008 comparison shows the impact was due
mainly to rate. What did remain the same in the two comparisons is that the change in interest in
total is still due mainly to rate change. The strategy during 2010 and currently is to extend the
maturities of time deposit “specials” to over 24 months to prepare for rising rates. The other
strategy employed during 2009 and 2010 was to increase core deposits by offering innovative
products focused on customer needs: higher interest rates. In exchange for a high
interest-bearing checking account, customers were asked to utilize services that benefited both
the Bank and themselves. Smaller time deposit rate shoppers had an option to perhaps change their
behavior of banking or those deposits were allowed to run off. The new core deposit products were
indeed embraced by our customers and have helped to reach the deposit portfolio mix the Bank was
after.
28
Table of Contents
Allowance for Credit Losses
The Company segregates its Allowance for Loan and Lease Losses (ALLL) into two reserves: The ALLL
and the Allowance for Unfunded Loan Commitments and Letters of Credit (AULC). When combined,
these reserves constitute the total Allowance for Credit Losses (ACL).
The Bank’s ALLL methodology captures trends in leading, current, and lagging indicators which will
directly affect the Bank’s allocation amount. Trends in such leading indicators as delinquency,
unemployment changes in the Bank’s service area, experience and ability of staff, regulatory
trends, and credit concentrations are referenced. A current indicator such as the total watch list
loan amount to Capital, and a lagging indicator such as the charge off amount are referenced as
well. A matrix is formed by loan type from these indicators that is responsive in making ALLL
adjustments.
The Bank experienced a 7% decrease in Special Mention loan balances as of December 31, 2010 as
compared to December 31, 2009. The Bank also experienced a 23% decrease or $8.7 million decrease
in Special Mention and Substandard loan balances as of December 31, 2010 as compared to 2009. In
response to this decrease, the Bank continued the increase of its ALLL to outstanding loans
coverage percentage to 1.08% as of December 31, 2010. As a group, the Special Mention and
Substandard loans increased 16.8% or $5.4 million in comparing year-end balances December 31, 2009
to December 31, 2008. In response to this increase, the Bank’s ALLL to outstanding loans coverage
percentage increased from .97% as of December 31, 2008 to 1.05% as of December 31, 2009.
The above indicators are reviewed quarterly. Some of the indicators are quantifiable and as such
will automatically adjust the ALLL once calculated. These indicators include the ratio of past
due loans to total loans, loans past due greater than 30 days, and watch list to capital ratios
with the watch list made up of loans graded 5,6 or 7 on a 1 to 7 scale, 1 being the best rating.
Other indicators use more subjective data to the extent possible to evaluate the potential for
inherent losses in the Bank’s loan portfolio. For example, the economic indicator uses the
unemployment statistics from the communities in our market area to help determine whether the ALLL
should be adjusted. At the end of 2010, a slight improvement was noted in unemployment figures and
several local firms were calling a small number of employees back from layoff. The current recalls
do not begin to approximate the number of positions lost.
All aggregate commercial and agricultural credits include real estate loans of $250,000 and over
are reviewed annually by both credit committees and internal loan review to look for early signs of
deterioration.
To establish the specific reserve allocation in the instance of real estate, a discount to the
market value is established to account for liquidation expenses. The discounting percentage used
for real estate mirrors the discounting of real estate as provided for in the Bank’s Loan Policy.
However, unique or unusual circumstances may be present which will affect the real estate value
and, when appropriately identified, can adjust the discounting percentage at the discretion of
management.
The ACL decreased $375 thousand during 2010 as compared to 2009. With the decrease in loan
balances, the percentage of ACL to the total loan portfolio actually increased from 1.09% as of
December 31, 2009 to 1.12% as of December 31, 2010. The ACL increased during 2009 as compared to
2008 as net charge-offs and past due loans had increased during 2009. The increase took into
account the high level of nonaccruals and watch list loans and the extended time period it
involved for resolution.
Please see Note 4 in the consolidated financial statement for additional tables regarding the
composition of the ACL.
Federal Income Taxes
Effective tax rates were 25.44%, 27.26%, and 26.71%, for 2010, 2009, and 2008, respectively. The
effect of tax-exempt interest from holding tax-exempt securities and Industrial Development Bonds
(IDBs) was $744, $629, and $654 thousand for 2010, 2009, and 2008, respectively.
29
Table of Contents
Financial Condition
Average earning assets increased $57.9 million during 2010 over 2009 and were higher by $79.3
million as compared to 2008. The main cause of fluctuation was the Hicksville acquisition and the
repositioning of the balance sheet. Average interest bearing liabilities increased $51.1 million
over 2009 and $68.5 million from 2008. The increase in 2009 over 2008 was due to the success of
the Reward Checking product to attract funds into the savings deposit bucket. The increase
continued into 2010 with the addition of the full line of KASASA products in 2010. It also
included an overlapping of $9 million in loan advances from the Federal Home Loan Bank for a
couple of quarters.
Securities
The investment portfolio is first used mainly to provide overall liquidity for the Bank. It is
also used to provide required collateral for pledging to the Bank’s Ohio public depositors for
amounts on deposit over the FDIC coverage limits. It may also be used to pledge for additional
borrowings from third parties. Investments are made with the above criteria in mind while still
seeking a fair market value of return, and looking for maturities that fall within the projected
overall strategy of the Bank. The possible need to fund growth is also a consideration.
All of the Bank’s security portfolio is categorized as available for sale, with the exception of
stock, and as such is recorded at market value.
Security balances as of December 31 are summarized below:
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
U.S. Treasury
|
$ | 32,278 | $ | 5,219 | $ | — | ||||||
|
U.S. Government agency
|
165,704 | 104,676 | 82,675 | |||||||||
|
Mortgage-backed securities
|
24,531 | 36,848 | 51,826 | |||||||||
|
State and local governments
|
64,804 | 60,538 | 43,160 | |||||||||
|
|
||||||||||||
|
|
$ | 287,317 | $ | 207,281 | $ | 177,661 | ||||||
|
|
||||||||||||
The following table sets forth the maturities of investment securities as of December 31,
2010 and the weighted average yields of such securities calculated on the basis of cost and
effective yields weighted for the scheduled maturity of each security. Tax-equivalent
adjustments, using a thirty-four percent rate have been made in yields on obligations of state and
political subdivisions. Stocks of domestic corporations have not been included.
| Maturities | ||||||||||||||||
| (Amounts in Thousands) | ||||||||||||||||
| After One Year | ||||||||||||||||
| Within One Year | Within Five Years | |||||||||||||||
| Amount | Yield | Amount | Yield | |||||||||||||
|
U.S. Treasury
|
— | $ | 0.00 | % | $ | 22,726 | 1.06 | % | ||||||||
|
U.S. Government agency
|
— | 0.00 | % | 126,890 | 1.45 | % | ||||||||||
|
Mortgage-backed securities
|
1,169 | 4.25 | % | 2,600 | 4.31 | % | ||||||||||
|
State and local governments
|
2,092 | 2.21 | % | 15,928 | 2.77 | % | ||||||||||
|
Taxable state and local governments
|
— | 0.00 | % | 1,944 | 3.14 | % | ||||||||||
30
Table of Contents
| Maturities | ||||||||||||||||
| (Amounts in Thousands) | ||||||||||||||||
| After Five Years | ||||||||||||||||
| Within Ten Years | After Ten Years | |||||||||||||||
| Amount | Yield | Amount | Yield | |||||||||||||
|
U.S. Treasury
|
$ | 9,552 | 1.62 | % | — | $ | 0.00 | % | ||||||||
|
U.S. Government agency
|
38,814 | 2.26 | % | — | 0.00 | % | ||||||||||
|
Mortgage-backed securities
|
2,564 | 4.70 | % | 18,198 | 4.63 | % | ||||||||||
|
State and local governments
|
28,795 | 3.31 | % | 15,078 | 4.23 | % | ||||||||||
|
Taxable state and local governments
|
967 | 3.14 | % | — | 0.00 | % | ||||||||||
As of December 31, 2010 the Bank did not hold a large block of any one investment security,
except for U.S. Government agencies. The Bank also holds stock in the Federal Home Loan Bank of
Cincinnati at a cost of $4.2 million. This is required in order to obtain Federal Home Loan Bank
Loans. The Bank also acquired stock in the Federal Home Loan Bank of Indianapolis at a cost of
$231.4 thousand and Banker’s Bancorp, Inc at a cost of $50.8 thousand through its acquisition of
Knisely Bank. There were no borrowings at the time of acquisition associated with Federal Home
Loan Bank of Indianapolis. The Bank had requested Federal Home Loan Bank of Indianapolis to buy
back its stock when the acquisition of Knisely was completed in January 2008. A five year waiting
period was imposed and the stock will be redeemed in full by January 3, 2013. An early redemption
of 42,000 shares occurred in November 2010, decreasing the holdings to a value of $189.4 thousand.
The value of the stock in Banker’s Bancorp, Inc was written down to zero at the end of 2009 as the
institution was taken over by its regulators. The Bank also owns stock of Farmer Mac with a
carrying value of $27.4 thousand which is required to participate loans in the program.
Loan Portfolio
The Bank’s various loan portfolios are subject to varying levels of credit risk. Management
mitigates these risks through portfolio diversification and through standardization of lending
policies and procedures.
Risks are mitigated through an adherence to Loan Policy with any exception being recorded and
approved by Senior Management or committees comprised of Senior Management. Loan Policy defines
parameters to essential underwriting guidelines such as loan-to-value ratio, cash flow and
debt-to-income ratio, loan requirements and covenants, financial information tracking, collection
practice and others. Limitation to any one borrower is defined by the Bank’s legal lending limits
and is stated in policy. On a broader basis, the Bank restricts total aggregate funding in
comparison to Bank capital to any one business or agricultural sector by an approved sector
percentage to capital limitation.
The following table shows the Bank’s loan portfolio by category of loan as of December
31
st
of each year, including loans held for sale:
| (In Thousands) | |||||||||||||||||||||
| Loans: | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
|
Commercial real estate
|
$ | 185,033 | $ | 214,849 | $ | 226,761 | $ | 181,340 | $ | 162,363 | |||||||||||
|
Agricultural real estate
|
33,650 | 41,045 | 48,607 | 45,518 | 49,564 | ||||||||||||||||
|
Consumer real estate
|
95,271 | 98,599 | 89,773 | 102,660 | 86,688 | ||||||||||||||||
|
Commercial and industrial
|
117,344 | 120,543 | 112,526 | 104,188 | 101,788 | ||||||||||||||||
|
Agricultural
|
65,400 | 59,813 | 56,322 | 58,809 | 69,301 | ||||||||||||||||
|
Consumer
|
29,008 | 32,581 | 26,469 | 27,796 | 27,388 | ||||||||||||||||
|
Industrial Development Bonds
|
1,965 | 2,552 | 7,572 | 9,289 | 7,335 | ||||||||||||||||
|
|
|||||||||||||||||||||
|
|
$ | 527,671 | $ | 569,982 | $ | 568,030 | $ | 529,600 | $ | 504,427 | |||||||||||
|
|
|||||||||||||||||||||
31
Table of Contents
The following table shows the maturity of loans as of December 31, 2010:
| (In Thousands) | ||||||||||||||||
| After One | ||||||||||||||||
| Within | Year Within | After | ||||||||||||||
| One Year | Five Years | Five Years | Total | |||||||||||||
|
Commercial Real Estate
|
$ | 36,523 | $ | 105,168 | $ | 43,342 | $ | 185,033 | ||||||||
|
Agricultural Real Estate
|
2,738 | 13,546 | 17,366 | 33,650 | ||||||||||||
|
Consumer Real Estate
|
8,009 | 23,094 | 64,168 | 95,271 | ||||||||||||
|
Commercial and industrial loans
|
83,554 | 25,387 | 8,403 | 117,344 | ||||||||||||
|
Agricultural
|
48,038 | 14,196 | 3,166 | 65,400 | ||||||||||||
|
Consumer, Credit Card and Overdrafts
|
6,002 | 20,723 | 2,283 | 29,008 | ||||||||||||
|
Industrial Development Bonds
|
556 | 446 | 963 | 1,965 | ||||||||||||
The following table presents the total of loans due after one year which has either 1)
predetermined interest rates (fixed) or 2) floating or adjustable interest rates (variable):
| (In Thousands) | ||||||||||||
| Fixed | Variable | |||||||||||
| Rate | Rate | Total | ||||||||||
|
Commercial Real Estate
|
$ | 57,162 | $ | 91,314 | $ | 148,476 | ||||||
|
Agricultural Real Estate
|
18,918 | 11,682 | 30,600 | |||||||||
|
Consumer Real Estate
|
74,095 | 13,267 | 87,362 | |||||||||
|
Commercial and industrial loans
|
26,831 | 6,324 | 33,155 | |||||||||
|
Agricultural
|
17,138 | 224 | 17,362 | |||||||||
|
Consumer, Master Card and Overdrafts
|
23,006 | 3,664 | 26,670 | |||||||||
|
Industrial Development Bonds
|
1,409 | — | 1,409 | |||||||||
The following table summarizes the Company’s nonaccrual and past due loans as of December 31
for each of the last five years:
| (In Thousands) | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
|
Nonaccrual loans
|
$ | 5,844 | $ | 14,054 | $ | 13,575 | 4918 | 4254 | ||||||||||||
|
Accruing loans past due 90 days or more
|
48 | 69 | 2,524 | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Total
|
$ | 5,892 | $ | 14,123 | $ | 16,099 | $ | 4,918 | $ | 4,254 | ||||||||||
|
|
||||||||||||||||||||
Although loans may be classified as non-performing, some pay on a regular basis, and many
continue to pay interest irregularly or at less than original contractual rates. Interest income
that would have been recorded under the original terms of these loans was $0.91 million for 2010,
$2.0 for 2009, and $1.4 for 2008. Any collections of interest on nonaccrual loans are included in
interest income when collected unless it is on an impaired loan with a specific allocation. A
collection of interest on an impaired loan with a specific allocation is applied to the loan
balance to decrease the allocation needed. Total interest collections amounted to $41 thousand for
2010, $290 thousand for 2009, and $332 thousand for 2008. $3 thousand of interest collected in
2010 was applied to reduce the specific allocation, $6 thousand of interest collected in 2009 and
$20 thousand of interest collected in 2008 was applied to reduce the specific allocations.
32
Table of Contents
Loans are placed on nonaccrual status in the event that the loan is in past due status for more
than 90 days or payment in full of principal and interest is not expected. The loss of interest
due to the high balances in nonaccruals as of the last three years has significantly impacted the
yield on loans. A lower balance of $5.8 million in nonaccrual as of December 31, 2010 is an
improvement which should help the yield going forward. The balance of December 31, 2010
nonaccrual loans of $5.8 million and the $14.1 million of nonaccrual loans as of December 31, 2009
were secured.
As of December 31, 2010 the Bank had $27.4 million of loans which it considers to be potential
problem loans in that the borrowers are experiencing financial difficulties compared to December
31, 2009 when the Bank had $25.6 million of these loans. These loans are subject to constant
management attention and are reviewed at least monthly.
The amount of the potential problem loans was considered in management’s review of the loan loss
reserve required at December 31, 2010 and 2009.
In extending credit to families, businesses and governments, banks accept a measure of risk
against which an allowance for possible loan loss is established by way of expense charges to
earnings. This expense, used to enlarge a bank’s allowance for loan losses, is determined by
management based on a detailed monthly review of the risk factors affecting the loan portfolio,
including general economic conditions, changes in the portfolio mix, past due loan-loss experience
and the financial condition of the bank’s borrowers.
As of December 31, 2010, the Bank had loans outstanding to individuals and firms engaged in the
various fields of agriculture in the amount of $65.4 million with an additional $33.7 million in
agricultural real estate loans. The ratio of this segment of loans to the total loan portfolio is
not considered unusual for a bank engaged in and servicing rural communities.
Modifications granted are typically for seasonality issues where cash flow is decreased. The time
period involved is generally quite short in relation to the loan term. For example, a typical
modification may consist of interest only payments for 90 days. We consider this treatment of
interest only payments for a short time as an insignificant delay in payment. Consequently, we do
not consider these occurrences as “troubled debt restructurings”. Interest rate modification to
reflect a decrease in market interest rates or maintain a relationship with the debtor, where the
debtor is not experiencing financial difficulty and can obtain funding from other sources, is not
considered a troubled debt restructuring. As of December 31, 2010, the Bank had almost $3.5 million
of its impaired loans that were classified as trouble debt restructurings. The Bank did not have
any classified as such as of December 31, 2009. The Bank is occasionally ordered by the courts to
give terms to a borrower that are better than what the Bank would like for the risk associated with
that credit but not below or beyond rates and terms available for better credits in our market.
Therefore, the Bank has not done any modifications that it would classify as “troubled debt
restructurings” under those circumstances.
Updated appraisals are required on all collateral dependent loans once they are deemed impaired.
The Bank may also require an updated appraisal of a watch list loan which the Bank monitors under
their loan policy. On a quarterly basis, Bank management reviews properties supporting asset
dependent loans to consider market events that may indicate a change in value has occurred.
To determine observable market price, collateral asset values securing an impaired loan are
periodically evaluated. Maximum time of re-evaluation is every 12 months for chattels and titled
vehicles and every two years for real estate. In this process, third party evaluations are
obtained and heavily relied upon. Until such time that updated appraisals are received, the Bank
may discount the existing collateral value used.
Performing non-watch list customers secured in whole or in part by real estate do not require an
updated appraisal unless the loan is rewritten and additional funds advanced. Watch List customers
secured in
whole or in part by real estate require updated appraisals every two years. All loans are subject
to loan to values as found in Loan Policy no matter what their grade. Our watch list is reviewed
on a quarterly basis by management and any questions to value are addressed at that time.
33
Table of Contents
The majority of the Bank’s loans are made in the market by lenders that live and work in the
market. Thus, their evaluation of the independent valuation is also valuable and serves as a
double check.
On extremely rare occasions, the Bank will make adjustments to the recorded values of collateral
securing commercial real estate loans without acquiring an updated appraisal for the subject
property. The Bank has no formalized policy for determining when collateral value adjustments
between regularly scheduled appraisals are necessary, nor does it use any specific methodology for
applying such adjustments. However, on a quarterly basis as part of its normal operations, the
Bank’s senior management and the Loan Review Committee will meet to review all commercial credits
either deemed to be impaired or on the Bank’s Watch List. In addition to analyzing the recent
performance of these loans, management and the Loan Review Committee will also consider any
general market conditions that might warrant adjustments to the value of particular real estate
collateralizing commercial loans. In addition, management conducts annual reviews of all
commercial loans exceeding certain outstanding balance thresholds. In each of these situations,
any information available to management regarding market conditions impacting a specific property
or other relevant factors is considered, and lenders familiar with a particular commercial real
estate loan and the underlying collateral may be present to provide their opinion on such factors.
If the available information leads management to conclude a valuation adjustment is warranted,
such an adjustment may be applied on the basis of the information available. If management
concludes that an adjustment is warranted but lacks the specific information needed to reasonably
quantify the adjustment, management will order a new appraisal on the subject property even though
one may not be required under the Bank’s general policies for updating appraisal.
Note 4 of the Consolidated Financial Statements may also be reviewed for additional tables dealing
with the Bank’s loans and ALLL.
ALLL is evaluated based on an assessment of the losses inherent in the loan portfolio. This
assessment results in an allowance consisting of two components, allocated and unallocated.
Management considers several different risk assessments in determining ALLL. The allocated
component of ALLL reflects expected losses resulting from an analysis of individual loans,
developed through specific credit allocations for individual loans and historical loss experience
for each loan category. For those loans where the internal credit rating is at or below a
predetermined classification and management can reasonably estimate the loss that will be
sustained based upon collateral, the borrowers operating activity and economic conditions in which
the borrower operates, a specific allocation is made. For those borrowers that are not currently
behind in their payment, but for which management believes based on economic conditions and
operating activities of the borrower, the possibility exists for future collection problems, a
reserve is established. The amount of reserve allocated to each loan portfolio is based on past
loss experiences and the different levels of risk within each loan portfolio. The historical loan
loss portion is determined using a historical loss analysis by loan category.
The unallocated portion of the reserve for loan losses is determined based on management’s
assessment of general economic conditions as well as specific economic factors in the Bank’s
marketing area. This assessment inherently involves a higher degree of uncertainty. It
represents estimated inherent but undetected losses within the portfolio that are probable due to
uncertainties in economic conditions, delays in obtaining information, including unfavorable
information about a borrower’s financial condition and other current risk factors that may not
have yet manifested themselves in the Bank’s historical loss factors used to determine the
allocated component of the allowance.
Actual charge-off of loan balances is based upon periodic evaluations of the loan portfolio by
management. These evaluations consider several factors, including, but not limited to, general
economic conditions, financial condition of the borrower, and collateral.
As presented below, charge-offs increased to $6.4 million for 2010 preceded by an increase to
$3.3 million for 2009. The provision also increased each year for the three years shown. 2010 had
provision expense of $5.3 million, 2009 had $3.6 million and 2008 had provision expense of $1.8
million. The Commercial and Industrial portfolio was the only segment in a net recovery for 2008;
however it had the largest net charge-off position in 2009 and 2010. The ratio of net charge offs
to average loans outstanding is evidence of the recognition of troubled loans and the write down
of
34
Table of Contents
collateral values. The improvement in asset quality during the periods shown is reflected in
the increased percentage of the allowance for loan loss to nonperforming loans.
With the charge-offs going higher in 2009, it became prudent to increase the ALLL for 2009. The
increase provides for the high level of nonaccrual and watch list loans and recognizes the
extended time period with which it has taken to achieve resolution and/or collection of these
loans. The ALLL for 2010 decreased due to the improvement in the asset quality as the balances in
impaired loans and nonaccruals were drastically reduced over the same time periods. A smaller
portion of the allowance was needed to fund the impaired loans as collateral remained sufficient
to cover the outstanding amounts in most cases.
The following table presents a reconciliation of the allowance for credit losses:
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Loans
|
$ | 527,589 | $ | 569,919 | $ | 568,030 | ||||||
|
|
||||||||||||
|
Daily average of outstanding loans
|
$ | 550,698 | $ | 558,869 | $ | 544,859 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Allowance for Loan Losses-Jan 1
|
$ | 6,008 | $ | 5,496 | $ | 5,922 | ||||||
|
Loans Charged off:
|
||||||||||||
|
Commercial Real Estate
|
1,147 | — | — | |||||||||
|
Ag Real Estate
|
— | — | — | |||||||||
|
Consumer Real Estate
|
507 | 452 | 194 | |||||||||
|
Commercial and Industrial
|
4,188 | 2,235 | 71 | |||||||||
|
Agricultural
|
136 | 230 | 1,912 | |||||||||
|
Consumer & other loans
|
444 | 371 | 384 | |||||||||
|
|
6,422 | 3,288 | 2,561 | |||||||||
|
Loan Recoveries:
|
||||||||||||
|
Commercial Real Estate
|
52 | — | — | |||||||||
|
Ag Real Estate
|
— | — | — | |||||||||
|
Consumer Real Estate
|
55 | 11 | 87 | |||||||||
|
Commercial and Industrial
|
515 | 72 | 78 | |||||||||
|
Agricultural
|
17 | 6 | 4 | |||||||||
|
Consumer & other loans
|
156 | 153 | 179 | |||||||||
|
|
795 | 242 | 348 | |||||||||
|
Net Charge Offs
|
5,627 | 3,046 | 2,213 | |||||||||
|
Provision for loan loss
|
5,325 | 3,558 | 1,787 | |||||||||
|
Acquisition provision for loan loss
|
— | — | — | |||||||||
|
Allowance for Loan & Lease Losses — Dec 31
|
$ | 5,706 | $ | 6,008 | $ | 5,496 | ||||||
|
Allowance
for Unfunded Loan Commitments & Letters of Credit Dec 31
|
153 | 227 | 226 | |||||||||
|
Total Allowance for Credit Losses — Dec 31
|
$ | 5,859 | $ | 6,235 | $ | 5,722 | ||||||
|
Ratio of net charge-offs to average
Loans outstanding
|
1.02 | % | 0.55 | % | 0.41 | % | ||||||
|
|
||||||||||||
|
Ratio of the Allowance for Loan Loss to
Nonperforming Loans
|
97.63 | % | 42.75 | % | 40.48 | % | ||||||
|
|
||||||||||||
| * | Nonperforming loans are defined as all loans on nonaccrual, plus any loans past due 90 days not on nonaccrual. |
Allocation of ALLL per Loan Category in terms of dollars and percentage of loans in each category
to total loans is as follows:
35
Table of Contents
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||||||||||||||||
| Amount (000’s) | % | Amount (000’s) | % | Amount (000’s) | % | Amount (000’s) | % | Amount (000’s) | % | |||||||||||||||||||||||||||||||
|
Balance at End of Period Applicable To:
|
||||||||||||||||||||||||||||||||||||||||
|
Commercial Real Estate
|
$ | 1,868 | 35.07 | $ | 1,810 | 37.69 | $ | 1,810 | 39.92 | $ | 1,358 | 34.24 | $ | 1,221 | 32.19 | |||||||||||||||||||||||||
|
Ag Real Estate
|
122 | 6.38 | 120 | 7.20 | 130 | 8.56 | 117 | 8.59 | 162 | 9.83 | ||||||||||||||||||||||||||||||
|
Consumer Real Estate
|
258 | 16.31 | 439 | 17.30 | 386 | 15.80 | 381 | 19.38 | 288 | 17.19 | ||||||||||||||||||||||||||||||
|
Commercial and Industrial
|
2,354 | 14.23 | 2,494 | 21.15 | 2,278 | 19.81 | 1,859 | 19.67 | 2,721 | 20.18 | ||||||||||||||||||||||||||||||
|
Agricultural
|
327 | 22.24 | 647 | 10.49 | 413 | 9.92 | 1,676 | 11.10 | 250 | 13.74 | ||||||||||||||||||||||||||||||
|
Consumer, Overdrafts and other loans
|
777 | 5.77 | 498 | 6.16 | 479 | 5.99 | 531 | 7.00 | 634 | 6.88 | ||||||||||||||||||||||||||||||
|
Unallocated
|
— | — | — | — | 318 | |||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Allowance for Loan & Lease Losses
|
5,706 | 100.00 | 6,008 | 100.00 | 5,496 | 100.00 | 5,922 | 100.00 | 5,594 | 100.00 | ||||||||||||||||||||||||||||||
|
Off Balance Sheet Commitments
|
153 | 227 | 226 | 156 | 168 | |||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Total Allowance for Credit Losses
|
$ | 5,859 | $ | 6,235 | $ | 5,722 | $ | 6,078 | $ | 5,762 | ||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
Deposits
The amount of outstanding time certificates of deposits and other time deposits in amounts of
$100,000 or more by maturity as of December 31, 2010 are as follows:
| (In Thousands) | ||||||||||||||||
| Over Three | Over Six | |||||||||||||||
| Months | Months Less | Over | ||||||||||||||
| Under | Less than | Than One | One | |||||||||||||
| Three Months | Six Months | Year | Year | |||||||||||||
|
Time Deposits
|
$ | 30,925 | $ | 25,178 | $ | 24,969 | $ | 51,299 | ||||||||
The following table presents the average amount of and average rate paid on each deposit
category:
| (In Thousands) | ||||||||||||||||
| Non-Interest | Interest | Savings | Time | |||||||||||||
| DDAs | DDAs | Accounts | Accounts | |||||||||||||
|
December 31, 2010:
|
||||||||||||||||
|
Average balance
|
$ | 60,489 | $ | 167,382 | $ | 138,044 | $ | 321,018 | ||||||||
|
Average rate
|
0.00 | % | 0.96 | % | 0.42 | % | 2.16 | % | ||||||||
|
|
||||||||||||||||
|
December 31, 2009:
|
||||||||||||||||
|
Average balance
|
$ | 55,793 | $ | 145,259 | $ | 112,086 | $ | 317,619 | ||||||||
|
Average rate
|
0.00 | % | 1.02 | % | 0.24 | % | 2.91 | % | ||||||||
|
|
||||||||||||||||
|
December 31, 2008:
|
||||||||||||||||
|
Average balance
|
$ | 52,152 | $ | 130,887 | $ | 109,993 | $ | 314,005 | ||||||||
|
Average rate
|
0.00 | % | 1.46 | % | 0.77 | % | 3.97 | % | ||||||||
Liquidity
Liquidity remains high with the Bank also having access to $27 million of
unsecured borrowings through correspondent banks and $76 million of unpledged
securities which may be sold or used as collateral. An additional $6.2 million
is also available from the Federal Home Loan Bank based on current collateral
pledging with up to $115 million available provided adequate collateral is
pledged.
Maintaining sufficient funds to meet depositor and borrower needs on a daily basis continues
to be among our management’s top priorities. This is
accomplished not only by the immediately liquid resources of cash, due from banks and federal funds
sold, but also by the Bank’s available for sale securities portfolio. The average aggregate
balance of these assets was $274 million for 2010, compared to $216 million for 2009, and $220
million for 2008. This represented 31.25 percent, 26.3 percent, and 28.0 percent of total average
assets, respectively. Of the almost $288 million of debt securities in the company’s portfolio as
of December 31, 2010, $39 million or 13.7 percent of the portfolio is expected to receive payments
or mature in 2011. Taking into consideration possible calls of the debt
36
Table of Contents
securities, the amount climbs to $62 million or 21.7 percent of the portfolio becomes a source
of funds. The availability of the funds may be reduced by the need to utilize securities for
pledging purposes on public deposits. This liquidity provides the opportunity to fund loan growth
without having to aggressively price deposits.
Historically, the primary source of liquidity has been core deposits that include noninterest
bearing and interest bearing demand deposits, savings, money market accounts and time deposits of
individuals. Core deposits increased as of year end balances in 2010, in all categories. Overall
deposits increased an average of $53.2 million during 2010 compared to 2009’s increase over 2008 of
$29.3 million in average deposits. These represent changes of 8.3 percent and 4.8 percent in
average total deposits, respectively. The Bank also utilized Federal Funds purchased at times
during 2010. The average balance for 2010 was $13 thousand.
Again, historically, the primary use of new funds is placing the funds back into the community
through loans for the acquisition of new homes, consumer products and for business development.
The use of new funds for loans is measured by the loan to deposit ratio. The Company’s average
loan to deposit ratio for 2010 was 78.13 percent, 2009 was 85.95 percent, and 2008 was 87.81
percent. The lower ratio in 2010 and 2009 was due to the success of the deposit gathering function
and the residential mortgage loans being sold in the secondary market. The lower ratio in 2008 is
due to the lower loan to deposit ratio of the acquisition and utilizing excess funds to grow loans.
2007 represented the increased loan growth outpacing deposit growth. The Company’s goal is for
this ratio to be higher with loan growth the driver; however, this was difficult to achieve in 2009
with borrowers taking a conservative approach to increasing their liabilities.
Short-term debt such as federal funds purchased and securities sold under agreement to repurchase
also provides the Company with liquidity. Short-term debt for both federal funds purchased and
securities sold under agreement to repurchase amounted to $51.2 million at the end of 2010 compared
to $43.3 million at the end of 2009 and to $48.2 million at the end of 2008. Though no federal
funds were purchased at year end, the Bank does have arrangements with correspondent Banks that can
be utilized when necessary. Following is a table showing the daily securities sold under agreement
to repurchase activity for 2010, 2009, and 2008. These accounts are used to provide a sweep
product to the Bank’s commercial customers. The decrease in balances during 2009 was due to
business’ discontinuing the sweep as the cost of fees were higher than the interest benefit on
lower balance accounts. These funds may return in the future when short-term rates increase.
| Daily Securities Sold Under Agreement to Repurchase | ||||||||||||||||||||
| Maximum Amount | ||||||||||||||||||||
| Amount Outstanding | Borrowings Outstanding | Approximate Average | Approximate Weighted | |||||||||||||||||
| at End of Period | Weighted Average Rate | Month End | Outstanding in Period | Average Interest Rate | ||||||||||||||||
| (000’S) | End of Period | (000’s) | (000’s) | For the period | ||||||||||||||||
|
2010
|
$ | 37,191 | 0.36 | % | $ | 37,501 | $ | 34,046 | 0.36 | % | ||||||||||
|
2009
|
$ | 33,457 | 0.42 | % | $ | 40,530 | $ | 37,696 | 0.48 | % | ||||||||||
|
2008
|
$ | 40,014 | 0.50 | % | $ | 47,644 | $ | 40,113 | 1.96 | % | ||||||||||
Other borrowings are also a source of funds. Other borrowings consist of loans from the
Federal Home Loan Bank of Cincinnati. These funds are then used to provide fixed rate mortgage
loans secured by homes in our community. Borrowings from this source decreased by $4.3 million to
$29.9 million at December 31, 2010. This compares to decreased borrowings during 2009 of $11.4
million to $34.2 million at December 31,
2009 and increased borrowings during 2008 of $13.8 million to $45.6 million to end at December 31,
2008. The increased borrowings in 2008 and 2007 were used to fund loan growth and were a cheaper
source of funds than certificate of deposits. The decreased borrowings were payoffs of matured
notes in 2009. Sufficient funds were available to fund growth so new advances were not needed in
2009.
37
Table of Contents
Asset/Liability Management
The primary functions of asset/liability management are to assure adequate liquidity and
maintain an appropriate balance between interest earning assets and interest bearing liabilities.
It involves the management of the balance sheet mix, maturities, re-pricing characteristics and
pricing components to provide an adequate and stable net interest margin with an acceptable level
of risk. Interest rate sensitivity management seeks to avoid fluctuating net interest margins and
to enhance consistent growth of net interest income through periods of changing interest rates.
Changes in net income, other than those related to volume arise when interest rates on assets
re-price in a time frame or interest rate environment that is different from that of the re-pricing
period for liabilities. Changes in net interest income also arise from changes in the mix of
interest-earning assets and interest-bearing liabilities.
Historically, the Bank has maintained liquidity through cash flows generated in the normal course
of business, loan repayments, maturing earning assets, the acquisition of new deposits, and
borrowings. The Bank’s asset and liability management program is designed to maximize net interest
income over the long term while taking into consideration both credit and interest rate risk.
Interest rate sensitivity varies with different types of interest-earning assets and
interest-bearing liabilities. Overnight federal funds on which rates change daily and loans that
are tied to the market rate differ considerably from long-term investment securities and fixed rate
loans. Similarly, time deposits over $100,000 and money market certificates are much more interest
rate sensitive than passbook savings accounts. The Bank utilizes shock analysis to examine the
amount of exposure an instant rate change of 100, 200, and 300 basis points in both increasing and
decreasing directions would have on the financials. Acceptable ranges of earnings and equity at
risk are established and decisions are made to maintain those levels based on the shock results.
Impact of Inflation and Changing Prices
The consolidated financial statements and notes thereto presented herein have been prepared in
accordance with generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars without considering the
changes in the relative purchasing power of money over time due to inflation. The impact of
inflation is reflected in the increased cost of the Company’s operations. Unlike most industrial
companies, nearly all the assets and liabilities of the Company are monetary in nature. As a
result, interest rates have a greater impact on the Company’s performance than do the effects of
general levels of inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the prices of goods and service.
Contractual Obligations
Contractual Obligations of the Company totaled $399.4 million as of December 31, 2010. Time
deposits represent contractual agreements for certificates of deposits held by its customers. Long
term debt represents the borrowings with the Federal Home Loan Bank and is further defined in Note
4 and 9 of the Consolidated Financial Statements.
| Payment Due by Period (In Thousands) | ||||||||||||||||||||
| Less than | 1-3 | 3-5 | More than | |||||||||||||||||
| Contractual Obligations | Total | 1 year | Years | Years | 5 years | |||||||||||||||
|
Securities sold under agreement to repurchase
|
$ | 51,241 | $ | 51,241 | $ | — | $ | — | $ | — | ||||||||||
|
|
||||||||||||||||||||
|
Time Deposits
|
317,364 | 176,254 | 106,498 | 33,211 | 1,401 | |||||||||||||||
|
|
||||||||||||||||||||
|
Dividends Payable
|
894 | 894 | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Long Term Debt
|
29,874 | 13,212 | 12,162 | 4,500 | — | |||||||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Total
|
$ | 399,373 | $ | 241,601 | $ | 118,660 | $ | 37,711 | $ | 1,401 | ||||||||||
|
|
||||||||||||||||||||
38
Table of Contents
Capital Resources
Stockholders’ equity was $94.4 million as of December 31, 2010 compared to $93.6 million at
December 31, 2009. Dividends declared during 2010 were $0.73 per share totaling $3.44 million and
2009 were $0.72 per share totaling $3.41 million. During 2010, the Company purchased 48,130 shares
and awarded 10,150 restricted shares to 53 employees under its long term incentive plan. During
2009, the Company purchased 28,907 shares and awarded 10,000 restricted shares to 49 employees.
For a summary of activity as it relates to the Company’s restricted stock awards, please refer to
Note 11: Employee Benefit Plans in the consolidated financial statements. At year end 2010, the
Company held 477,106 shares in Treasury stock and 28,925 shares in unearned stock awards as
compared to 2009, the Company held 437,551 shares in Treasury stock and 27,775 in unearned stock
awards. On January 21, 2011 the Company announced the authorization by its Board of Directors for
the Company’s repurchase, either on the open market, or in privately negotiated transactions, of
up to 200,000 shares of its outstanding common stock commencing January 21, 2011 and ending
December 31, 2011.
The Company continues to have a strong capital base and to maintain regulatory capital ratios that
are significantly above the defined regulatory capital ratios.
At December 31, 2010, The Farmers & Merchants State Bank and Farmers & Merchants Bancorp, Inc had
total risk-based capital ratios of 14.88% and 14.95%, respectively. Core capital to risk-based
asset ratios of 11.56% and 14.02% are well in excess of regulatory guidelines. The Bank’s leverage
ratio of 8.1% is also substantially in excess of regulatory guidelines as is the Company’s at
9.82%.
The Company’s subsidiaries are restricted by regulations from making dividend distributions in
excess of certain prescribed amounts.
Market Risk
Market risk is the exposure to loss resulting from changes in interest rates and equity prices.
The primary market risk to which we are subject is interest rate risk. The majority of our
interest rate risk arises from the instruments, positions and transactions entered into for
purposes other than trading such as loans, available for sale securities, interest bearing
deposits, short term borrowings and long term borrowings. Interest rate risk occurs when interest
bearing assets and liabilities re-price at different times as market interest rates change. For
example, if fixed rate assets are funded with variable rate debt, the spread between asset and
liability rates will decline or turn negative if rates increase.
Interest rate risk is managed within an overall asset/liability framework. The principal
objectives of asset/liability management are to manage sensitivity of net interest spreads and net
income to potential changes in interest rates. Funding positions are kept within predetermined
limits designed to ensure that risk-taking is not excessive and that liquidity is properly
managed. In the event that our asset/liabilities management strategies are unsuccessful, our
profitability may be adversely affected. The Company employs a sensitivity analysis utilizing
interest rate shocks to help in this analysis.
39
Table of Contents
The shocks presented below assume an immediate change of rate in the percentages and directions
shown:
| Interest Rate Shock on | Interest Rate Shock on | |||||||||||||||||||
| Net Interest Margin | Net Interest Income | |||||||||||||||||||
| Net Interest | % Change | Rate | Rate | Cumulative | % Change | |||||||||||||||
| Margin (Ratio) | to Flat Rate | Direction | changes by | Total ($000) | to Flat Rate | |||||||||||||||
|
2.91%
|
-0.19 | % | Rising | -6.10 | % | 24,633 | -6.54 | % | ||||||||||||
|
2.98%
|
-0.13 | % | Rising | -4.02 | % | 25,221 | -4.31 | % | ||||||||||||
|
3.04%
|
-0.07 | % | Rising | -2.19 | % | 25,739 | -2.34 | % | ||||||||||||
|
3.10%
|
0.00 | % | Flat | 0 | 26,356 | 0.00 | % | |||||||||||||
|
3.13%
|
0.03 | % | Falling | 0.86 | % | 26,607 | 0.95 | % | ||||||||||||
|
3.03%
|
-0.07 | % | Falling | -2.34 | % | 25,733 | -2.36 | % | ||||||||||||
|
2.92%
|
-0.18 | % | Falling | -5.87 | % | 24,765 | -6.04 | % | ||||||||||||
The shock chart currently shows a tightening in net interest margin over the next twelve months
in a rising rate environment. It shows expansion of net interest margin should rates fall. Both
directional changes are well within risk exposure guidelines. The effect of the rate shocks may be
mitigated to the extent that not all lines of business are directly tied to an external index.
Index To Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet at December 31, 2010 and 2009
Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2010,
2009 and 2008
Consolidated Statements of Cash Flow for the years ended December 31, 2010, 2009 and 2008
Notes to Consolidated Financial Statements
40
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Farmers & Merchants Bancorp, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Farmers & Merchants Bancorp, Inc.
and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of
income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2010. We also have audited the Company’s internal control over financial reporting as
of December 31, 2010, based on criteria established in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management
is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying financial statements. Our responsibility is to express an
opinion on these financial statements and an opinion on the company’s internal control over
financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis
for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
41
Table of Contents
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Farmers & Merchants Bancorp, Inc. and Subsidiaries as of
December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2010 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, Farmers & Merchants
Bancorp, Inc. and Subsidiaries maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2010, based on criteria established in Internal Control
— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
| /s/ Plante & Moran, PLLC | ||||
| Plante & Moran, PLLC | ||||
February 25, 2011
Columbus, Ohio
Columbus, Ohio
42
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Consolidated Balance Sheet
December 31, 2010 and 2009
(000’s Omitted, Except Per Share Data)
December 31, 2010 and 2009
(000’s Omitted, Except Per Share Data)
Consolidated Balance Sheet
December 31, 2010 and 2009
| 2010 | 2009 | |||||||
|
Assets
|
||||||||
|
Assets
|
||||||||
|
Cash and due from banks (Note 1)
|
$ | 28,987 | $ | 28,691 | ||||
|
Federal Funds Sold
|
14,392 | 4,957 | ||||||
|
|
||||||||
|
Total cash and cash equivalents
|
43,379 | 33,648 | ||||||
|
|
||||||||
|
Securities — available for sale (Note 3)
|
287,317 | 207,281 | ||||||
|
Other Securities, at cost (Note 3)
|
4,406 | 4,448 | ||||||
|
Loans, net (Note 4)
|
521,883 | 563,911 | ||||||
|
Premises and equipment (Note 5)
|
17,202 | 16,053 | ||||||
|
Goodwill (Note 2)
|
4,074 | 4,074 | ||||||
|
Mortgage Servicing Rights (Note 6)
|
2,178 | 2,177 | ||||||
|
Other Real Estate Owned
|
4,468 | 1,438 | ||||||
|
Other assets (Note 2)
|
21,456 | 20,830 | ||||||
|
|
||||||||
|
Total Assets
|
$ | 906,363 | $ | 853,860 | ||||
|
|
||||||||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Liabilities
|
||||||||
|
Deposits
|
||||||||
|
Noninterest-bearing
|
$ | 70,554 | $ | 65,302 | ||||
|
Interest-bearing
|
||||||||
|
NOW accounts
|
176,897 | 160,432 | ||||||
|
Savings
|
159,698 | 123,753 | ||||||
|
Time (Note 7)
|
317,364 | 326,957 | ||||||
|
|
||||||||
|
Total deposits
|
724,513 | 676,444 | ||||||
|
Securities sold under agreement to repurchase (Note 8)
|
51,241 | 43,257 | ||||||
|
FHLB Advances (Note 9)
|
29,874 | 34,199 | ||||||
|
Dividend payable
|
894 | 853 | ||||||
|
Accrued expenses and other liabilities (Note 10)
|
5,438 | 5,523 | ||||||
|
|
||||||||
|
Total liabilities
|
811,960 | 760,276 | ||||||
|
|
||||||||
|
Stockholders’ Equity (Note 14 and 15)
|
||||||||
|
Common stock — No par value - 6,500,000 shares
authorized; 5,200,000 shares issued & outstanding
|
12,677 | 12,677 | ||||||
|
Treasury Stock - 477,106 Shares 2010, 437,551 Shares 2009
|
(9,799 | ) | (9,082 | ) | ||||
|
Unearned Stock Awards - 28,925 Shares 2010, 27,775 Shares 2009
|
(580 | ) | (573 | ) | ||||
|
Retained earnings
|
91,567 | 88,048 | ||||||
|
Accumulated other comprehensive income
|
538 | 2,514 | ||||||
|
|
||||||||
|
Total stockholders’ equity
|
94,403 | 93,584 | ||||||
|
|
||||||||
|
Total Liabilities and Stockholders’ Equity
|
$ | 906,363 | $ | 853,860 | ||||
|
|
||||||||
See Notes to Consolidated Financial Statements
43
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Consolidated Statement of Income
Years Ended December 31, 2010, 2009 and 2008
(000’s Omitted, Except Per Share Data)
Years Ended December 31, 2010, 2009 and 2008
(000’s Omitted, Except Per Share Data)
Consolidated Statement of Income
December 31, 2010, 2009 and 2008
| 2010 | 2009 | 2008 | ||||||||||
|
Interest Income
|
||||||||||||
|
Loans, including fees
|
$ | 32,860 | $ | 33,585 | $ | 34,994 | ||||||
|
Debt securities:
|
||||||||||||
|
U.S. Treasury and government agency
|
4,583 | 5,496 | 6,634 | |||||||||
|
Municipalities
|
2,167 | 1,788 | 1,697 | |||||||||
|
Dividends
|
188 | 200 | 226 | |||||||||
|
Federal funds sold
|
26 | 19 | 273 | |||||||||
|
Other
|
69 | 26 | — | |||||||||
|
|
||||||||||||
|
Total interest income
|
39,893 | 41,114 | 43,824 | |||||||||
|
Interest Expense
|
||||||||||||
|
Deposits
|
9,126 | 11,007 | 15,227 | |||||||||
|
Federal funds purchased and securities sold
under agreements to repurchase
|
278 | 486 | 1,127 | |||||||||
|
Borrowed funds
|
1,459 | 1,727 | 1,747 | |||||||||
|
|
||||||||||||
|
Total interest expense
|
10,863 | 13,220 | 18,101 | |||||||||
|
|
||||||||||||
|
Net Interest Income — Before provision for loan losses
|
29,030 | 27,894 | 25,723 | |||||||||
|
Provision for Loan Losses (Note 4)
|
5,325 | 3,558 | 1,787 | |||||||||
|
|
||||||||||||
|
Net Interest Income After Provision
|
||||||||||||
|
For Loan Losses
|
23,705 | 24,336 | 23,936 | |||||||||
|
Noninterest Income
|
||||||||||||
|
Customer service fees
|
3,464 | 3,276 | 3,436 | |||||||||
|
Other service charges and fees
|
3,062 | 2,541 | 2,322 | |||||||||
|
Net gain on sale of loans
|
1,395 | 1,776 | 708 | |||||||||
|
Net gain on sale of securities (Note 3)
|
956 | 230 | 15 | |||||||||
|
|
||||||||||||
|
Total noninterest income
|
8,877 | 7,823 | 6,481 | |||||||||
|
Noninterest Expenses
|
||||||||||||
|
Salaries and Wages
|
8,773 | 8,601 | 8,715 | |||||||||
|
Employee benefits (Note 11)
|
2,909 | 3,018 | 3,018 | |||||||||
|
Net occupancy expense
|
1,099 | 1,113 | 1,029 | |||||||||
|
Furniture and equipment
|
1,504 | 1,504 | 1,443 | |||||||||
|
Data processing
|
953 | 1,136 | 1,234 | |||||||||
|
Franchise taxes
|
904 | 914 | 863 | |||||||||
|
FDIC Assessment
|
1,053 | 1,306 | 151 | |||||||||
|
Mortgage servicing rights amortization (Note 6)
|
683 | 933 | 370 | |||||||||
|
Other general and administrative
|
5,341 | 4,554 | 4,421 | |||||||||
|
|
||||||||||||
|
Total other operating expenses
|
23,219 | 23,079 | 21,244 | |||||||||
|
|
||||||||||||
|
Income Before Income Taxes
|
9,363 | 9,080 | 9,173 | |||||||||
|
|
||||||||||||
|
Income Taxes (Note 10)
|
2,382 | 2,475 | 2,450 | |||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Net Income
|
$ | 6,981 | $ | 6,605 | $ | 6,723 | ||||||
|
|
||||||||||||
|
Earnings Per Share — Basic and Diluted
|
$ | 1.48 | $ | 1.39 | $ | 1.39 | ||||||
|
|
||||||||||||
|
Weighted Average Shares Outstanding
|
4,721,235 | 4,741,392 | 4,846,310 | |||||||||
|
|
||||||||||||
See Notes to Consolidated Financial Statements
44
Table of Contents
Farmers & Merchants Bancorp, Inc. and Subsidiaries
Consolidated Statement of Changes in Shareholders Equity
For the Years Ended December 31, 2010, 2009 and 2008
(000’s Omitted, Except per Share Data)
For the Years Ended December 31, 2010, 2009 and 2008
(000’s Omitted, Except per Share Data)
| Accumulated | ||||||||||||||||||||||||||||
| Shares of | Unearned | Other | Total | |||||||||||||||||||||||||
| Common | Common | Treasury | Stock | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||||
| Stock | Stock | Stock | Awards | Earnings | Income (Loss) | Equity | ||||||||||||||||||||||
|
Balance — January 01, 2008
|
4,943,840 | $ | 12,677 | $ | (5,366 | ) | $ | (391 | ) | $ | 81,575 | $ | 880 | $ | 89,375 | |||||||||||||
|
Cumulative effect of adoption of EITF 06-4 for post
retirement liability
|
(152 | ) | (152 | ) | ||||||||||||||||||||||||
|
Comprehensive income (Note 1):
|
||||||||||||||||||||||||||||
|
Net income
|
6,723 | 6,723 | ||||||||||||||||||||||||||
|
Change in net unrealized gain on securities
sale, net of reclassification
adjustment and tax
|
1,356 | 1,356 | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
8,079 | |||||||||||||||||||||||||||
|
Purchase of Treasury Stock
|
(171,889 | ) | (3,576 | ) | (3,576 | ) | ||||||||||||||||||||||
|
Shares issued for vested stock awards
|
98 | 98 | ||||||||||||||||||||||||||
|
Grant of Restricted Stock Awards-10,000 shares
(Net of Forfeiture — 245)
|
9,755 | 215 | (210 | ) | 5 | |||||||||||||||||||||||
|
Cash dividends declared — $0.68 per share
|
(3,282 | ) | (3,282 | ) | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance — December 31, 2008
|
4,781,706 | $ | 12,677 | $ | (8,727 | ) | $ | (503 | ) | $ | 84,864 | $ | 2,236 | $ | 90,547 | |||||||||||||
|
|
||||||||||||||||||||||||||||
|
Comprehensive income (Note 1):
|
||||||||||||||||||||||||||||
|
Net income
|
6,605 | 6,605 | ||||||||||||||||||||||||||
|
Change in net unrealized gain on securities
sale, net of reclassification
adjustment and tax
|
278 | 278 | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
6,883 | |||||||||||||||||||||||||||
|
Purchase of Treasury Stock
|
(28,907 | ) | (555 | ) | (555 | ) | ||||||||||||||||||||||
|
Shares issued for vested stock awards
|
123 | 123 | ||||||||||||||||||||||||||
|
Grant of Restricted Stock Awards-10,000 shares
(Net of Forfeiture — 350)
|
9,650 | 200 | (193 | ) | (8 | ) | (1 | ) | ||||||||||||||||||||
|
Cash dividends declared — $0.72 per share
|
(3,413 | ) | (3,413 | ) | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance — December 31, 2009
|
4,762,449 | $ | 12,677 | $ | (9,082 | ) | $ | (573 | ) | $ | 88,048 | $ | 2,514 | $ | 93,584 | |||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Comprehensive income (Note 1):
|
||||||||||||||||||||||||||||
|
Net income
|
6,981 | 6,981 | ||||||||||||||||||||||||||
|
Change in net unrealized gain on securities
sale, net of reclassification
adjustment and tax
|
(1,976 | ) | (1,976 | ) | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total comprehensive income
|
5,005 | |||||||||||||||||||||||||||
|
Purchase of Treasury Stock
|
(48,130 | ) | (894 | ) | (894 | ) | ||||||||||||||||||||||
|
Shares issued for vested stock awards
|
151 | 151 | ||||||||||||||||||||||||||
|
Grant of Restricted Stock Awards-10,150 shares
(Net of Forfeiture — 1,575)
|
8,575 | 177 | (158 | ) | (18 | ) | 1 | |||||||||||||||||||||
|
Cash dividends declared — $0.73 per share
|
(3,444 | ) | (3,444 | ) | ||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Balance — December 31, 2010
|
4,722,894 | $ | 12,677 | $ | (9,799 | ) | $ | (580 | ) | $ | 91,567 | $ | 538 | $ | 94,403 | |||||||||||||
|
|
||||||||||||||||||||||||||||
See notes to Consolidated Financial Statements
45
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Years Ended December 31, 2010, 2009 and 2008
(000’s Omitted)
| 2010 | 2009 | 2008 | ||||||||||
|
Cash Flows from Operating Activities
|
||||||||||||
|
Net income
|
$ | 6,981 | $ | 6,605 | $ | 6,723 | ||||||
|
Adjustments to reconcile net income to net cash
from operating activities:
|
||||||||||||
|
Depreciation
|
1,147 | 1,171 | 1,132 | |||||||||
|
Amortization of servicing rights
|
684 | 933 | 370 | |||||||||
|
Amortization of Core Deposit Intangible
|
235 | 157 | 157 | |||||||||
|
Provision for loan loss
|
5,325 | 3,558 | 1,787 | |||||||||
|
Gain on sale of loans held for sale
|
(1,392 | ) | (1,203 | ) | (968 | ) | ||||||
|
Originations of loans held for sale
|
(83,705 | ) | (118,491 | ) | (36,765 | ) | ||||||
|
Proceeds from sale of loans held for sale
|
82,315 | 118,284 | 37,735 | |||||||||
|
Accretion and amortization of securities
|
1,595 | 809 | 300 | |||||||||
|
Deferred income tax expense (benefit)
|
210 | 142 | (39 | ) | ||||||||
|
Loss on sale of other assets
|
109 | 75 | 194 | |||||||||
|
Gain on sales of securities
|
(956 | ) | (230 | ) | (15 | ) | ||||||
|
Change in other assets and other liabilities, net
|
(1,113 | ) | (6,026 | ) | (1,943 | ) | ||||||
|
|
||||||||||||
|
Net cash provided by operating activities
|
11,435 | 5,784 | 8,668 | |||||||||
|
Cash Flows from Investing Activities
|
||||||||||||
|
Activity in securities:
|
||||||||||||
|
Sales
|
55,700 | 16,333 | 25 | |||||||||
|
Maturities, prepayments and calls
|
104,602 | 78,292 | 75,084 | |||||||||
|
Purchases
|
(244,812 | ) | (124,354 | ) | (65,580 | ) | ||||||
|
Loan and lease originations and principal collections, net
|
38,094 | (3,723 | ) | (41,268 | ) | |||||||
|
Proceeds from sales of assets
|
716 | 494 | 1,102 | |||||||||
|
Additions to premises and equipment
|
(2,294 | ) | (412 | ) | (1,081 | ) | ||||||
|
Net cash paid for acquisition
|
(1,141 | ) | — | — | ||||||||
|
|
||||||||||||
|
Net cash used in investing activities
|
(49,135 | ) | (33,370 | ) | (31,718 | ) | ||||||
|
Cash Flows from Financing Activities
|
||||||||||||
|
Net increase (decrease) in deposits
|
48,069 | 60,712 | (18,861 | ) | ||||||||
|
Net change in federal funds purchased and securities
|
||||||||||||
|
sold under agreements to repurchase
|
7,984 | (4,957 | ) | 6,885 | ||||||||
|
Proceeds from issuance of long-term debt
|
9,000 | — | 19,600 | |||||||||
|
Repayment of long-term debt
|
(13,326 | ) | (11,436 | ) | (5,781 | ) | ||||||
|
Purchase of Treasury Stock
|
(894 | ) | (555 | ) | (3,576 | ) | ||||||
|
Cash dividends paid on common stock
|
(3,402 | ) | (3,417 | ) | (3,217 | ) | ||||||
|
|
||||||||||||
|
Net cash provided by (used) financing activities
|
47,431 | 40,347 | (4,950 | ) | ||||||||
|
|
||||||||||||
|
Net Increase (Decrease) in Cash and Cash Equivalents
|
9,731 | 12,761 | (28,000 | ) | ||||||||
|
|
||||||||||||
|
Cash and Cash Equivalents
— Beginning of Year
|
33,648 | 20,887 | 48,887 | |||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Cash and Cash Equivalents
— End of Year
|
$ | 43,379 | $ | 33,648 | $ | 20,887 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Supplemental Information
Cash paid during the year for:
|
||||||||||||
|
Interest
|
$ | 11,244 | $ | 13,275 | $ | 18,756 | ||||||
|
|
||||||||||||
|
Income taxes
|
$ | 1,875 | $ | 2,725 | $ | 2,445 | ||||||
|
|
||||||||||||
See Notes to Consolidated Financial Statements
46
Table of Contents
| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
Nature of Operations
The Farmers & Merchants Bancorp, Inc. (the Company) through its bank subsidiary, The
Farmers & Merchants State Bank (the Bank) provides a variety of financial services to
individuals and small businesses through its offices in Northwest Ohio and Northeast
Indiana.
Consolidation Policy
The consolidated financial statements include the accounts of Farmers & Merchants
Bancorp, Inc. and its wholly-owned subsidiary, The Farmers & Merchants State Bank (the
Bank), a commercial banking institution. All significant inter-company balances and
transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Material estimates
that are particularly susceptible to significant change in the near term relate to the
determination of the allowance for loan losses and the valuation of mortgage servicing
rights, goodwill, other real estate owned and impaired loans. Actual results could
differ from those estimates.
The determination of the adequacy of the allowance for loan losses is based on estimates
that are particularly susceptible to significant changes in the economic environment and
market conditions. In connection with the determination of the estimated losses on
loans, management obtains independent appraisals for significant collateral.
The Bank’s loans are generally secured by specific items of collateral including real
property, consumer assets, and business assets. Although the Bank has a diversified loan
portfolio, a substantial portion of its debtors’ ability to honor their contracts is
dependent on local economic conditions in the agricultural industry.
While management uses available information to recognize losses on loans, further
reductions in the carrying amounts of loans may be necessary based on changes in local
economic conditions. In addition regulatory agencies, as an integral part of their
examination process, periodically review the estimated losses on loans. Such agencies
may require the Bank to recognize additional losses based on their judgments about
information available to them at the time of their examination. Because of these
factors, it is reasonably possible that the estimated losses on loans may change
materially in the near term. However, the amount of the change that is reasonably
possible cannot be estimated.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents. This includes cash on hand, amounts due from banks, and
federal funds sold. Generally, federal funds are purchased and sold for one day periods.
Restrictions on Cash and Amounts Due from Banks
The Bank is required to maintain average balances on hand with the Federal Reserve Bank.
The aggregate reserve was $3.3 million for December 31, 2010 and it was $4.0 million for
December 31, 2009.
The Company and its subsidiary maintain cash balances with high quality credit
institutions. At times such balances may be in excess of the federally insured limits.
47
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
Note 1 — Summary of Significant Accounting Policies (Continued)
Securities
Debt securities are classified as available-for-sale. Securities available-for-sale are
carried at fair value with unrealized gains and losses reported in other comprehensive
income. Realized gains and losses on securities available for sale are included in other
income (expense) and, when applicable, are reported as a reclassification adjustment, net
of tax, in other comprehensive income. Gains and losses on sales of securities are
determined on the specific-identification method.
Declines in the fair value of securities below their cost that are deemed to be other
than temporary are reflected in earnings as realized losses. In estimating
other-than-temporary impairment losses, management considers (1) the length of time and
the extent to which the fair value has been less than cost, (2) the financial condition
and near-term prospects of the issuer, and (3) the intent and ability of the Company to
retain its investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value. The related write-downs are included in earnings as
realized losses.
Other Securities
Other Securities consists of Federal Home Loan Bank of Cincinnati and Indianapolis stock
and Farmer Mac stock. These stocks are carried at cost and are held to enable the Bank
to conduct business with the entities. The Federal Home Loan Banks sell and purchase
their stock at par; therefore cost approximates market value. The Federal Home Loan Bank
of Cincinnati stock is held as collateral security for all indebtedness of the Bank to
the Federal Home Loan Bank.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or
until maturity or pay-off are reported at the amount of unpaid principal, reduced by
unearned discounts and deferred loan fees and costs, as well as, by the allowance for
loan losses. Interest income is accrued on a daily basis based on the principal
outstanding.
Generally, a loan is classified as nonaccrual and the accrual of interest income is
generally discontinued when a loan becomes ninety days past due as to principal or
interest and these loans are placed on a “cash basis” for purposes of income recognition.
Management may elect to continue the accrual of interest when the estimated net
realizable value of collateral is sufficient to cover the principal and accrued interest,
and the loan is in the process of collection. When a loan is placed on nonaccrual
status, all previously accrued and unpaid interest receivable is charged against income.
Loan origination and commitment fees and certain direct loan origination costs are
deferred and amortized as a net adjustment to the related loan’s yield. The Bank is
generally amortizing these costs over the contractual life of such loans.
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan losses charged
to income. Loans deemed to be uncollectable and changes in the allowance relating to
loans are charged against the allowance for loan losses, and subsequent recoveries, if
any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based
on management’s periodic review of the collectability of the loans in light of historical
experiences, the nature and volume of the loan portfolio, adverse situations that may
affect the borrower’s ability to repay, estimated value of any underlying collateral, and
prevailing economic conditions. This evaluation is inherently subjective, as it requires
estimates that are subject to revision as more information becomes available.
The allowance consists of specific, general and unallocated components. The specific
component relates to loans that are classified as doubtful, substandard or special
mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows
(or collateral value or observable market
48
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
Note 1 — Summary of Significant Accounting Policies (Continued)
price) of the impaired loan is lower than the carrying value of that loan. The general
component covers non-classified loans and is based on historical loss experience adjusted
for qualitative factors. The unallocated component is maintained to cover uncertainties
that could affect management’s estimate of probable losses. The unallocated component of
the allowance reflects the margin of imprecision inherent in the underlying assumptions
used in the methodologies for estimating specific and general losses in the portfolio.
A loan is considered impaired when, based on current information and events, it is
probable that the Bank will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement. Factors
considered by management in determining impairment include payment status, collateral
value, and the probability of collecting scheduled principal and interest payments when
due. Loans that experience insignificant payment delays and payment shortfalls generally
are not classified as impaired. Management determines the significance of payment delays
and payment shortfalls on a case-by-case basis, taking into consideration all of the
circumstances surrounding the loan and the borrower, including length of the delay, the
reasons for the delay, the borrower’s prior payment record, and the amount of the
shortfall in relation to the principal and interest owed. Impairment is measured on a
loan by loan basis for commercial and agricultural loans by either the present value of
expected future cash flows discounted at the loan’s effective interest rate, the loan’s
obtainable market price, or the fair value of the collateral if the loan is collateral
dependent.
At 120 days delinquent, secured consumer loans are charged down to the value of the
collateral, if repossession of the collateral is assured and/or in the process of
repossession. Consumer mortgage loan deficiencies are charged down upon the sale of the
collateral or sooner upon the recognition of collateral deficiency.
For the majority of the Bank’s impaired loans, the Bank will apply the observable market
price methodology. However, the Bank may also utilize a measurement incorporating the
present value of expected future cash flows discounted at the loan’s effective rate of
interest. To determine observable market price, collateral asset values securing an
impaired loan are periodically evaluated. Maximum time of re-evaluation is every 12
months for chattels and titled vehicles and every two years for real estate. In this
process, third party evaluations are obtained and heavily relied upon. Until such time
that updated appraisals are received, the Bank may discount the collateral value used.
Large groups of homogeneous loans are collectively evaluated for impairment. Accordingly,
the Bank does not separately identify individual consumer loans for impairment
disclosures.
For more information regarding the actual composition and classification of loans
involved in the establishment of the allowance for loan loss, please see Note 4 provided
here with the notes to consolidated financial statements.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower
of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are
recognized in a valuation allowance by charges to income.
Servicing Assets
Servicing assets are recognized as separate assets when rights are acquired through
purchase or through sale of financial assets. Capitalized servicing rights are reported
in other assets and are amortized into noninterest expense in proportion to, and over the
period of, the estimated future net servicing income of the underlying financial assets.
Servicing assets are evaluated for impairment based upon the fair value of the rights as
compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms.
Fair value is determined using prices for similar assets with similar characteristics,
when available, or based upon discounted cash flows using market based assumptions.
Impairment is recognized through a valuation allowance for an individual stratum, to the
extent that fair value is less than the capitalized amount for the stratum. Fees
received for servicing loans owned by investors are based on a percentage of the
outstanding monthly principal balance of such loans and are included in operating income
as loan payments are received. Costs of servicing loans are charged to expense as
incurred.
49
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
Note 1 — Summary of Significant Accounting Policies (Continued)
Goodwill and other Intangible Assets
Goodwill results from business acquisitions and represents the excess of the purchase
price over the fair value of acquired tangible assets and liabilities and identifiable
intangible assets. Goodwill is assessed at least annually with the assistance of an
independent third party for impairment and any such impairment is recognized in the
period identified. No impairment has been recognized from the goodwill established from
the Bank’s acquisition which occurred on December 31, 2007.
Other intangible assets consist of core deposit intangible assets arising from business
acquisitions. They are initially measured at fair value and then are amortized on a
straight line method over their estimated useful lives.
Off Balance Sheet Instruments
In the ordinary course of business, the Bank has entered into commitments to extend
credit, including commitments under credit card arrangements, commercial letters of
credit and standby letters of credit. Such financial instruments are recorded when they
are funded.
Foreclosed Real Estate
Foreclosed real estate held for sale is carried at the lower of fair value minus
estimated costs to sell, or cost. Costs of holding foreclosed real estate are charged to
expense in the current period, except for significant property improvements, which are
capitalized. Valuations are periodically performed by management and an allowance is
established by a charge to non-interest expense if the carrying value exceeds the fair
value minus estimated costs to sell. Foreclosed real estate is classified as other real
estate owned. The net income from operations of foreclosed real estate held for sale is
reported in non-interest income. At December 31, 2010, the Bank’s holding of other real
estate owned totaled approximately $4.5 million.
Bank Premises and Equipment
Land is carried at cost. Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is based on the estimated useful lives of the various
properties and is computed using straight line and accelerated methods. Costs for
maintenance and repairs are charged to operations as incurred. Gains and losses on
dispositions are included in current operations.
Federal Income Tax
Deferred income tax assets and liabilities are determined using the liability (or balance
sheet) method. Under this method, the net deferred tax asset or liability is determined
based on the tax effects of the various temporary differences between the book and tax
bases of the various balance sheet assets and liabilities and gives current recognition
to changes in tax rates and laws.
Earnings Per Share
Basic earnings per share represent income available to common stockholders divided by the
weighted-average number of common shares outstanding during the period. Basic and
dilutive earnings per share are the same as the restricted stock grants are primarily
anti-dilutive. As of December 31, 2010, the Company held 28,925 shares of anti-dilutive
restricted stock awards.
Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains and
losses be included in net income. Certain changes in assets and liabilities, such as
unrealized gains and losses on available-for-sale securities, are reported as a separate
component of the equity section of the balance sheet. Such items, along with net income,
are components of comprehensive income.
50
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
The components of other comprehensive income and related tax effects are as follows:
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Net unrealized gain (loss) on
available-for-sale securities
|
$ | (2,037 | ) | $ | 701 | $ | 2,055 | |||||
|
Reclassification adjustment for gain on sale of
available-for-sale securities
|
(956 | ) | (281 | ) | — | |||||||
|
Net unrealized gains (losses)
|
(2,993 | ) | 420 | 2,055 | ||||||||
|
|
||||||||||||
|
Tax effect
|
(1,017 | ) | 142 | 699 | ||||||||
|
Other comprehensive income (loss)
|
$ | (1,976 | ) | $ | 278 | $ | 1,356 | |||||
Other securities, not classified as available for sale, had a realized loss of $51
thousand for 2009 and a $15 thousand gain in 2008. Those amounts are not included in the
above table.
Post Retirement Liability
Effective in 2008, liability and related compensation costs are recognized for
endorsement split-dollar life insurance policies that provide a benefit to an employee
extending to postretirement periods. This accounting pronouncement was applied as a
change in accounting principle through a cumulative-effect adjustment to retained
earnings as of January 01, 2008 approximating $152,000.
Reclassification
Certain amounts in the 2009 and 2008 consolidated financial statements have been
reclassified to conform with the 2010 presentation.
Recent Accounting Pronouncements
In July 2010, FASB issued ASU No. 2010-20 “Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses”. The standard requires the
Company to expand disclosures about the credit quality of our loans and the related
reserves against them. The additional disclosures will include details on our past due
loans and credit quality indicators. For public entities, ASU 2010-20 disclosures of
period-end balances are effective for interim and annual reporting periods ending on or
after December 15, 2010 and are included in Note 4 of the financial statements.
Disclosures related to activity that occurs during the reporting period are required for
interim and annual reporting periods beginning on or after December 15, 2010. The
Company will adopt the disclosures related to the activity that occurs during the reporting period beginning
with our March 31, 2011 consolidated financial statements.
In January 2010, the FASB issued ASU No. 2010-06 “Fair Value Measurements and Disclosures
(Topic 820) — Improving Disclosures about Fair Value Measurements.” ASU 2010-06 amends
the fair value disclosure guidance. The amendments include new disclosures and changes
to clarify existing disclosure requirements. ASU 2010-06 was effective for interim and
annual reporting periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances, and settlements of Level 3 fair value measurements.
Those disclosures are effective for fiscal years beginning after December 15, 2010, and
for interim periods within those fiscal years. The impact of ASU 2010-06 on the
Company’s disclosures is reflected in Note 16 (Fair Value of Financial Instruments) of
the consolidated financial statements.
On December 31, 2007, the Bank acquired 100% of the outstanding shares of Knisely Bank.
Knisely Bank was merged with and into the Bank, and the Knisely Bank offices now operate
as branches of the Bank. The merger enabled the Company to increase its market share in
a community contiguous to its existing markets.
The aggregate acquisition cost of Knisely Bank was $10.4 million, which was all paid in
cash. Direct acquisition costs approximated $222 thousand. The acquisition cost in
excess of the net assets and identifiable intangible
51
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
assets acquired, has been recorded as goodwill of $4.1 million. Goodwill that is
deductible for tax purposes is approximately $3.85 million.
On July 9, 2010 the Bank completed its purchase of a branch office in Hicksville, Ohio
from First Place Bank. Deposits of approximately $28 million and loans of $14 million
were included in the purchase. The new office is located within the Bank’s current market
area, shortening the distance between offices in the Ohio and Indiana market area. The
following table summarizes the estimated values of the assets acquired and the
liabilities assumed:
| (Dollars in Thousands) | ||||
|
Cash
|
$ | 114 | ||
|
Loans, Net of Discount
|
13,792 | |||
|
Accrued Interest on Loans
|
64 | |||
|
Premises and Equipment
|
1,803 | |||
|
Core Deposit Intangible Asset
|
1,087 | |||
|
Other Assets
|
11 | |||
|
|
||||
|
Total Assets Acquired
|
$ | 16,871 | ||
|
|
||||
|
|
||||
|
Deposits
|
$ | 27,749 | ||
|
Accrued Interest on Deposits
|
13 | |||
|
Other Liabilities
|
10 | |||
|
|
||||
|
Total Liabilities Assumed
|
$ | 27,772 | ||
|
|
||||
|
Net Liabilities Assumed
|
$ | (10,901 | ) | |
|
|
||||
In connection with the Knisely acquisition, the Company recognized a core deposit
intangible asset of $1.1 million, which is being amortized on a straight line basis over
7 years, which represents the estimated remaining economic useful life of the deposits.
The Company also recognized core deposit intangible assets of $1.09 million with the
purchase of the Hicksville office. These are being amortized over an estimated remaining
economic useful life of the deposits of 7 years on a straight line basis.
The estimated amortization expense for the years ended December 31, 2010, 2009 and 2008
was $235, $157 and $157 thousand, respectively. Amortization expense of the core deposit
intangible assets remaining is as follows:
| (In Thousands) | ||||||||||||
| Knisley | Hicksville | Total | ||||||||||
|
2011
|
$ | 157 | $ | 155 | $ | 312 | ||||||
|
2012
|
157 | 155 | 312 | |||||||||
|
2013
|
157 | 155 | 312 | |||||||||
|
2014
|
157 | 155 | 312 | |||||||||
|
2015
|
— | 155 | 155 | |||||||||
|
Thereafter
|
— | 235 | 235 | |||||||||
|
Total
|
$ | 628 | $ | 1,010 | $ | 1,638 | ||||||
52
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| Farmers & Merchants Bancorp, Inc and Subsidiaries | ||
|
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008 |
| The amortized cost and fair value of securities, with gross unrealized gains and losses, follows: |
| (In Thousands) | ||||||||||||||||
| 2010 | ||||||||||||||||
| Gross | Gross | Estimated | ||||||||||||||
| Amortized | Unrealized | Unrealized | Market | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
|
Available-for-Sale:
|
||||||||||||||||
|
U.S. Treasury
|
$ | 32,698 | $ | — | $ | (420 | ) | $ | 32,278 | |||||||
|
U.S. Government agency
|
166,000 | 1,308 | (1,604 | ) | 165,704 | |||||||||||
|
Mort gage-backed securities
|
23,282 | 1,249 | — | 24,531 | ||||||||||||
|
St ate and local governments
|
64,522 | 792 | (510 | ) | 64,804 | |||||||||||
|
|
||||||||||||||||
|
Total available-for-sale securities
|
$ | 286,502 | $ | 3,349 | $ | (2,534 | ) | $ | 287,317 | |||||||
|
|
||||||||||||||||
| (In Thousands) | ||||||||||||||||
| 2009 | ||||||||||||||||
| Gross | Gross | Estimated | ||||||||||||||
| Amortized | Unrealized | Unrealized | Market | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
|
Available-for-Sale:
|
||||||||||||||||
|
U.S. Treasury
|
$ | 5,244 | $ | — | $ | (25 | ) | $ | 5,219 | |||||||
|
U.S. Government agency
|
103,311 | 1,501 | (136 | ) | 104,676 | |||||||||||
|
Mort gage-backed securities
|
35,209 | 1,639 | — | 36,848 | ||||||||||||
|
St ate and local governments
|
59,708 | 1,009 | (179 | ) | 60,538 | |||||||||||
|
|
||||||||||||||||
|
Total available-for-sale securities
|
$ | 203,472 | $ | 4,149 | $ | (340 | ) | $ | 207,281 | |||||||
|
|
||||||||||||||||
Investment securities will at times depreciate to an unrealized loss position. The
Bank utilizes the following criteria to assess whether impairment is other than
temporary. No one item by itself will necessarily signal that a security should be
recognized as an other than temporary impairment.
| 1. | The fair value of the security has significantly declined from book value. | ||
| 2. | A downgrade has occurred that lowered the credit rating to below investment grade (below Baa3 by Moody and BBB — by Standard and Poors.) | ||
| 3. | Dividends have been reduced or eliminated or scheduled interest payments have not been made. | ||
| 4. | The underwater security has longer than 10 years to maturity and the loss position had existed for more than 3 years. | ||
| 5. | Management does not possess both the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. |
If the impairment is judged to be other than temporary, the cost basis of the
individual security shall be written down to fair value, thereby establishing a new cost
basis. The new cost basis shall not be changed for subsequent recoveries in fair value.
The amount of the write down shall be included in current earnings as a realized loss.
The recovery in fair value, if any, shall be recognized in earnings when the security is
sold. The table below is presented by category of security and length of time in a
continuous loss position. The Bank currently does not hold any securities with other
than temporary impairment.
53
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 3 — Securities (Continued)
Information pertaining to securities with gross unrealized losses at December 31, 2010
and 2009, aggregated by investment category and length of time that
individual securities have been in a continuous loss position follows:
| 2010 | ||||||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Less Than Twelve Months | Twelve Months & Over | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
|
U.S. Treasury
|
$ | (420 | ) | $ | 32,278 | $ | — | $ | — | |||||||
|
U.S. Government agency
|
(1,604 | ) | 88,026 | — | — | |||||||||||
|
Mortgage-backed securities
|
— | — | — | — | ||||||||||||
|
State and local governments
|
(411 | ) | 20,386 | (99 | ) | 11,302 | ||||||||||
|
|
||||||||||||||||
|
Total available-for-sales securities
|
$ | (2,435 | ) | $ | 140,690 | $ | (99 | ) | $ | 11,302 | ||||||
|
|
||||||||||||||||
| 2009 | ||||||||||||||||
| (In Thousands) | (In Thousands) | |||||||||||||||
| Less Than Twelve Months | Twelve Months & Over | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
|
U.S. Treasury
|
$ | (25 | ) | $ | 5,219 | $ | — | $ | — | |||||||
|
U.S. Government agency
|
(136 | ) | 14,355 | — | — | |||||||||||
|
Mortgage-backed securities
|
— | — | — | — | ||||||||||||
|
State and local governments
|
(179 | ) | 15,754 | — | — | |||||||||||
|
|
||||||||||||||||
|
Total available-for-sales securities
|
$ | (340 | ) | $ | 35,328 | $ | — | $ | — | |||||||
|
|
||||||||||||||||
Unrealized losses on securities have not been recognized into income because the
issuers’ bonds are of high credit quality, the Bank has the intent and ability to hold
the securities for the foreseeable future, and the decline in fair value is primarily due
to increased market interest rates. The fair value is expected to recover as the bonds
approach the maturity date.
The gross realized gains and losses for the years ended December 31, are presented below:
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Gross realized gains
|
$ | 956 | $ | 281 | $ | 15 | ||||||
|
Gross realized losses
|
— | (51 | ) | — | ||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Net realized gains
|
$ | 956 | $ | 230 | $ | 15 | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Tax expense related to net realized gains
|
$ | 325 | $ | 78 | $ | 5 | ||||||
|
|
||||||||||||
54
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
The amortized cost and fair value of debt securities at December 31, 2010, by contractual
maturity, are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties.
| (In Thousands) | ||||||||
| Amortized | ||||||||
| Cost | Fair Value | |||||||
|
One year or less
|
$ | 2,067 | $ | 2,092 | ||||
|
After one year through five years
|
167,779 | 167,488 | ||||||
|
After five years through ten years
|
78,167 | 78,128 | ||||||
|
After ten years
|
15,207 | 15,078 | ||||||
|
|
||||||||
|
Total
|
$ | 263,220 | $ | 262,786 | ||||
|
Mortgage-backed securities
|
23,282 | 24,531 | ||||||
|
|
||||||||
|
Total
|
$ | 286,502 | $ | 287,317 | ||||
|
|
||||||||
Investments with a carrying value and fair value of $186.8 million at December 31,
2010 and $167.3 million at December 31, 2009 were pledged to secure public deposits and
securities sold under repurchase agreements.
Other securities include Federal Home Loan Bank of Cincinnati and Indianapolis stock and
Farmer Mac stock as of December 31, 2010. The stock is carried at cost, which
approximates fair value. The loss recognized in 2009 was Bankers Bank stock which was
written down to a carrying value of zero in December 2009 for a loss of $51 thousand.
Loans at December 31 are summarized below:
| (In Thousands) | ||||||||
| Loans: | 2010 | 2009 | ||||||
|
Commercial real estate
|
$ | 185,033 | $ | 214,849 | ||||
|
Agricultural real estate
|
33,650 | 41,045 | ||||||
|
Consumer real estate
|
95,271 | 98,599 | ||||||
|
Commercial and industrial
|
117,344 | 120,543 | ||||||
|
Agricultural
|
65,400 | 59,813 | ||||||
|
Consumer
|
29,008 | 32,581 | ||||||
|
Industrial Development Bonds
|
1,965 | 2,552 | ||||||
|
|
||||||||
|
|
527,671 | 569,982 | ||||||
|
Less: Net deferred loan fees and costs
|
(82 | ) | (63 | ) | ||||
|
|
||||||||
|
|
527,589 | 569,919 | ||||||
|
Less: Allowance for loan losses
|
(5,706 | ) | (6,008 | ) | ||||
|
|
||||||||
|
Loans — Net
|
$ | 521,883 | $ | 563,911 | ||||
|
|
||||||||
55
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
The following is a maturity schedule by major category of loans:
| (In Thousands) | ||||||||||||||||
| After One | ||||||||||||||||
| Within | Year Within | After | ||||||||||||||
| One Year | Five Years | Five Years | Total | |||||||||||||
|
Commercial Real Estate
|
$ | 36,523 | $ | 105,168 | $ | 43,342 | $ | 185,033 | ||||||||
|
Agricultural Real Estate
|
2,738 | 13,546 | 17,366 | 33,650 | ||||||||||||
|
Consumer Real Estate
|
8,009 | 23,094 | 64,168 | 95,271 | ||||||||||||
|
Commercial and industrial
|
83,554 | 25,387 | 8,403 | 117,344 | ||||||||||||
|
Agricultural
|
48,038 | 14,196 | 3,166 | 65,400 | ||||||||||||
|
Consumer
|
6,002 | 20,723 | 2,283 | 29,008 | ||||||||||||
|
Industrial Development Bonds
|
556 | 446 | 963 | 1,965 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 185,420 | $ | 202,560 | $ | 139,691 | $ | 527,671 | ||||||||
|
|
||||||||||||||||
The distribution of fixed rate loans and variable rate loans by major loan category
is as follows as of December 31, 2010:
| (In Thousands) | ||||||||
| Fixed | Variable | |||||||
| Rate | Rate | |||||||
|
Commercial Real Estate
|
$ | 67,936 | $ | 117,097 | ||||
|
Agricultural Real Estate
|
19,983 | 13,667 | ||||||
|
Consumer Real Estate
|
76,161 | 19,110 | ||||||
|
Commercial and industrial
|
92,950 | 24,394 | ||||||
|
Agricultural
|
58,939 | 6,461 | ||||||
|
Consumer
|
23,959 | 5,049 | ||||||
|
Industrial Development Bonds
|
1,965 | — | ||||||
As of December 31, 2010 and 2009 one to four family residential mortgage loans amounting to
$75.3 million and $73.1 million, respectively, have been pledged as security for loans the Bank has
received from the Federal Home Loan Bank.
The percentage of delinquent loans has trended downward since the beginning of 2010 from
a high of 2.85% of total loans in January to a low of 1.09% as of the end of December
2010. These percentages do not include nonaccrual loans which are not past due. This
level of delinquency is due in part to an adherence to sound underwriting practices over
the course of time, an improvement in the financial status of companies to which the Bank
extends credit, continued financial stability in the agricultural loan portfolio, and the
writing down of uncollectable credits in a timely manner.
Industrial Development Bonds are included in the commercial and industrial category for
the remainder of the tables in this Note 4.
The following table represents the contractual aging of the recorded investment in past
due loans by class or loans as of December 31, 2010 (in thousands):
56
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
| Recorded | ||||||||||||||||||||||||||||
| Greater Than | Total | Investment | ||||||||||||||||||||||||||
| 30-59 Days | 60-89 Days | 90 Days | Total | Financing | > 90 Days | |||||||||||||||||||||||
| Past Due | Past Due | Past Due | Past Due | Current | Receivables | and Accruing | ||||||||||||||||||||||
|
December 31, 2010
|
||||||||||||||||||||||||||||
|
Consumer real estate
|
$ | 610 | $ | 29 | $ | 169 | $ | 808 | $ | 94,463 | $ | 95,271 | $ | — | ||||||||||||||
|
Agricultural real estate
|
— | — | — | — | 33,650 | 33,650 | — | |||||||||||||||||||||
|
Agricultural
|
— | — | 1,474 | 1,474 | 63,926 | 65,400 | — | |||||||||||||||||||||
|
Commercial Real Estate
|
548 | — | 445 | 993 | 184,040 | 185,033 | — | |||||||||||||||||||||
|
Commercial and Industrial
|
957 | 52 | 831 | 1,840 | 117,469 | 119,309 | 15 | |||||||||||||||||||||
|
Consumer
|
147 | 6 | 33 | 186 | 28,822 | 29,008 | 33 | |||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
Total
|
$ | 2,262 | $ | 87 | $ | 2,952 | $ | 5,301 | $ | 522,370 | $ | 527,671 | $ | 48 | ||||||||||||||
The following table presents the recorded investment in nonaccrual loans by class or
loans as of December 31, 2010 (in thousands):
| 2010 | ||||
|
Consumer real estate
|
$ | 587 | ||
|
Agricultural real estate
|
531 | |||
|
Agriculture
|
1,474 | |||
|
Commercial real estate
|
1,705 | |||
|
Commercial and industrial
|
1,543 | |||
|
Consumer
|
4 | |||
|
|
||||
|
|
||||
|
Total
|
$ | 5,844 | ||
|
|
||||
The Bank uses a nine tier risk rating system to grade its loans. The grade of a loan may change
during the life of the loan. The risk ratings are described as follows.
| 1. | Zero (0) Unclassified. Any loan which has not been assigned a classification. | ||
| 2. | One (1) Excellent. Credit to premier customers having the highest credit rating based on an extremely strong financial condition, which compares favorably with industry standards (upper quartile of RMA ratios). Financial statements indicate a sound earnings and financial ratio trend for several years with satisfactory profit margins and excellent liquidity exhibited. Prime credits may also be borrowers with loans fully secured by highly liquid collateral such as traded stocks, bonds, certificates of deposit, savings account, etc. No credit or collateral exceptions exist and the loan adheres to the Bank’s loan policy in every respect. Financing alternatives would be readily available and would qualify for unsecured credit. This grade is summarized by high liquidity, minimum risk, strong ratios, and low handling costs. | ||
| 3. | Two (2) Good. Desirable loans of somewhat less stature than Grade 1, but with strong financial statements. Loan supported by financial statements containing strong balance sheets, generally with a leverage position less than 1.50, and a history of profitability. Probability of serious financial deterioration is unlikely. Possessing a sound repayment source (and a secondary source), which would allow repayment in a reasonable period of time. Individual loans backed by liquid personal assets, established history and unquestionable character. | ||
| 4. | Three (3) Satisfactory. Satisfactory loans of average or slightly above average risk — having some deficiency or vulnerability to changing economic conditions, but still fully collectible. Projects should normally demonstrate acceptable debt service coverage. Generally, customers should have a leverage position less than 2.00. May be some weakness but with offsetting features of other support readily available. Loans that are meeting the terms of repayment. |
57
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
| Loans may be graded 3 when there is no recent information on which to base a current risk evaluation and the following conditions apply: | ||
| At inception, the loan was properly underwritten and did not possess an unwarranted level of credit risk; |
| a. | At inception, the loan was secured with collateral possessing a loan value adequate to protect the Bank from loss; | ||
| b. | The loan exhibited two or more years of satisfactory repayment with a reasonable reduction of the principal balance; | ||
| c. | During the period that the loan has been outstanding, there has been no evidence of any credit weakness. Some examples of weakness include slow payment, lack of cooperation by the borrower, breach of loan covenants, or the business is in an industry which is known to be experiencing problems. If any of the credit weaknesses is observed, a lower risk grade is warranted. |
| 5. | Four (4) Satisfactory / Monitored. A “4” (Satisfactory/Monitored) risk grade may be established for a loan considered satisfactory but which is of average credit risk due to financial weakness or uncertainty. The loans warrant a higher than average level of monitoring to ensure that weaknesses do not advance. The level of risk in Satisfactory/Monitored classification is considered acceptable and within normal underwriting guidelines, so long as the loan is given management supervision. | ||
| 6. | Five (5) Special Mention. Loans that possess some credit deficiency or potential weakness which deserves close attention, but which do not yet warrant substandard classification. Such loans pose unwarranted financial risk that, if not corrected, could weaken the loan and increase risk in the future. The key distinctions of a 5 (Special Mention) classification are that (1) it is indicative of an unwarranted level of risk, and (2) weaknesses are considered “potential”, versus “defined”, impairments to the primary source of loan repayment and collateral. | ||
| 7. | Six (6) Substandard. One or more of the following characteristics may be exhibited in loans classified substandard: |
| a. | Loans, which possess a defined credit weakness and the likelihood that a loan will be paid from the primary source, are uncertain. Financial deterioration is underway and very close attention is warranted to ensure that the loan is collected without loss. | ||
| b. | Loans are inadequately protected by the current net worth and paying capacity of the borrower. | ||
| c. | The primary source of repayment is weakened, and the Bank is forced to rely on a secondary source of repayment such as collateral liquidation or guarantees. | ||
| d. | Loans are characterized by the distinct possibility that the Bank will sustain some loss if deficiencies are not corrected. | ||
| e. | Unusual courses of action are needed to maintain a high probability of repayment. | ||
| f. | The borrower is not generating enough cash flow to repay loan principal; however, continues to make interest payments. | ||
| g. | The lender is forced into a subordinate position or unsecured collateral position due to flaws in documentation. | ||
| h. | Loans have been restructured so that payment schedules, terms and collateral represent concessions to the borrower when compared to the normal loan terms. | ||
| i. | The lender is seriously contemplating foreclosure or legal action due to the apparent deterioration in the loan | ||
| j. | There is significant deterioration in the market conditions and the borrower is highly vulnerable to these conditions. |
| 8. | Seven (7) Doubtful. One or more of the following characteristics may be exhibited in loans classified Doubtful: |
| a. | Loans have all of the weaknesses of those classified as Substandard. Additionally, however, these weaknesses make collection or liquidation in full based on existing conditions improbable. | ||
| b. | The primary source of repayment is gone, and there is considerable doubt as to the quality of the secondary source of repayment. | ||
| c. | The possibility of loss is high, but, because of certain important pending factors which may strengthen the loan, loss classification is deferred until its exact status is known. A Doubtful classification is established deferring the realization of the loss. |
58
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
| 9. | Eight (8) Loss. Loans are considered uncollectable and of such little value that continuing to carry them as assets on the institution’s financial statements is not feasible. Loans will be classified Loss when it is neither practical nor desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future. |
The following table represents the risk category of loans by class based on the most recent
analysis performed as of December 31, 2010 (in thousands):
| Industrial | ||||||||||||||||||||
| Agriculture | Commercial | Commercial | Development | |||||||||||||||||
| 2010 | Real Estate | Agriculture | Real Estate | and Industrial | Bonds | |||||||||||||||
|
1-2
|
$ | 484 | $ | 109 | $ | — | $ | 341 | $ | 275 | ||||||||||
|
3
|
12,216 | 27,964 | 23,017 | 14,026 | 733 | |||||||||||||||
|
4
|
19,624 | 35,655 | 148,481 | 92,066 | 957 | |||||||||||||||
|
5
|
208 | 173 | 6,765 | 3,388 | — | |||||||||||||||
|
6
|
1,097 | 1,474 | 6,319 | 6,688 | — | |||||||||||||||
|
7
|
21 | 25 | 451 | 835 | — | |||||||||||||||
|
8
|
— | — | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Total
|
$ | 33,650 | $ | 65,400 | $ | 185,033 | $ | 117,344 | $ | 1,965 | ||||||||||
|
|
||||||||||||||||||||
For consumer residential real estate, and other, the Company also evaluates credit quality
based on the aging status of the loan, which was previously stated, and by payment activity.
The following tables present the recorded investment in those classes based on payment
activity and assigned grading as of December 31, 2010.
| Consumer | ||||
| 2010 | Real Estate | |||
|
Grade
|
||||
|
Pass
|
$ | 93,958 | ||
|
Special mention (5)
|
387 | |||
|
Substandard (6)
|
639 | |||
|
Doubtful (7)
|
287 | |||
|
|
||||
|
Total
|
$ | 95,271 | ||
|
|
||||
| Consumer | Consumer | |||||||
| 2010 | Credit | Other | ||||||
|
Performing
|
$ | 3,553 | $ | 25,405 | ||||
|
Nonperforming
|
5 | 44 | ||||||
|
|
||||||||
|
Total
|
$ | 3,559 | $ | 25,449 | ||||
|
|
||||||||
59
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
Information about impaired loans as of and for the years ended December 31, 2010 and 2009
are as follows:
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Impaired loans without a
valuation allowance
|
$ | 2,849 | $ | 10,804 | ||||
|
Impaired loans with a valuation
allowance
|
1,520 | 1,385 | ||||||
|
|
||||||||
|
Total impaired loans
|
$ | 4,369 | $ | 12,189 | ||||
|
|
||||||||
|
Valuation allowance related to
impaired loans
|
$ | 632 | $ | 353 | ||||
|
Total non-accrual loans
|
$ | 5,844 | $ | 14,054 | ||||
|
Total loans past-due ninety days or more and still accruing
|
$ | 48 | $ | 69 | ||||
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Average investment in
impaired loans
|
$ | 10,136 | $ | 13,643 | $ | 10,767 | ||||||
|
|
||||||||||||
|
Interest income recognized
on impaired loans
|
$ | 61 | $ | 290 | $ | 341 | ||||||
|
|
||||||||||||
|
Interest income recognized on
a cash basis on impaired loans
|
$ | 41 | $ | 290 | $ | 332 | ||||||
|
|
||||||||||||
No additional funds are committed to be advanced in connection with impaired loans.
The Bank did classify approximately $3.5 million of its impaired loans as troubled debt
restructured during 2010.
For the majority of the Bank’s impaired loans, the Bank will apply the observable market
price methodology. However, the Bank may also utilize a measurement incorporating the
present value of expected future cash flows discounted at the loan’s effective rate of
interest. To determine observable market price, collateral asset values securing an
impaired loan are periodically evaluated. Maximum time of re-evaluation is every 12
months for chattels and titled vehicles and every two years for real estate. In this
process, third party evaluations are obtained and heavily relied upon. Until such time
that updated appraisals are received, the Bank may discount the collateral value used.
The Bank uses the following guidelines as stated in policy to determine when to realize a
charge-off, whether a partial or full loan balance. A charge down in whole or in part is
realized when unsecured consumer loans, credit card credits and overdraft lines of credit
reach 90 days delinquency. At 120 days delinquent, secured consumer loans are charged
down to the value of the collateral, if repossession of the collateral is assured and/or
in the process of repossession. Consumer mortgage loan deficiencies are charged down upon
the sale of the collateral or sooner upon the recognition of collateral deficiency.
Commercial and agricultural credits are charged down at 120 days delinquency, unless an
established and approved work-out plan is in place or litigation of the credit will
likely result in recovery of the loan balance. Upon notification of bankruptcy,
unsecured debt is charged off. Additional charge-off may be realized as further unsecured
positions are recognized.
60
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 4 — Loans (Continued)
The following table presents loans individually evaluated for impairment by class of
loans as of December 31, 2010 (in thousands):
| Unpaid | Average | Interest | ||||||||||||||||||
| Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
| Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
|
With no related allowance recorded:
|
||||||||||||||||||||
|
Consumer real estate
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
Agriculture real estate
|
219 | 219 | — | 119 | 31 | |||||||||||||||
|
Agriculture
|
1,397 | 1,397 | — | 2,786 | — | |||||||||||||||
|
Commercial real estate
|
849 | 1,699 | — | 2,209 | 26 | |||||||||||||||
|
Commercial and industrial
|
— | — | — | 2,221 | 2 | |||||||||||||||
|
Consumer
|
— | — | — | — | — | |||||||||||||||
|
With a specific allowance recorded:
|
||||||||||||||||||||
|
Consumer real estate
|
671 | 701 | 66 | 1,375 | — | |||||||||||||||
|
Agriculture real estate
|
— | — | — | — | — | |||||||||||||||
|
Agriculture
|
— | — | — | 5 | 1 | |||||||||||||||
|
Commercial real estate
|
476 | 476 | 73 | 296 | 1 | |||||||||||||||
|
Commercial and industrial
|
757 | 757 | 493 | 1,125 | — | |||||||||||||||
|
Consumer
|
— | — | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Totals:
|
||||||||||||||||||||
|
Consumer real estate
|
$ | 671 | $ | 701 | $ | 66 | $ | 1,375 | $ | — | ||||||||||
|
|
||||||||||||||||||||
|
Agriculture real estate
|
$ | 219 | $ | 219 | $ | 0 | $ | 119 | $ | 31 | ||||||||||
|
|
||||||||||||||||||||
|
Agriculture
|
$ | 1,397 | $ | 1,397 | $ | 0 | $ | 2,791 | $ | 1 | ||||||||||
|
|
||||||||||||||||||||
|
Commercial real estate
|
$ | 1,325 | $ | 2,175 | $ | 73 | $ | 2,505 | $ | 27 | ||||||||||
|
|
||||||||||||||||||||
|
Commercial and industrial
|
$ | 757 | $ | 757 | $ | 493 | $ | 3,346 | $ | 2 | ||||||||||
|
|
||||||||||||||||||||
|
Consumer
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
|
||||||||||||||||||||
The ALLL has a direct impact on the provision expense. An increase in the ALLL is
funded through recoveries and provision expense. The following tables summarize the
activities in the allowance for credit losses. The first table breaks down the activity
within ALLL for each loan portfolio segment and shows the contribution provided by both
the recoveries and the provision along with the reduction of the allowance caused by
charge-offs. The second table discloses how much of ALLL is attributed to each segment of
the loan portfolio, as well as the percent that each particular segment of the loan
portfolio represents to the entire loan portfolio in the aggregate.
The following is an analysis of the allowance for credit losses:
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Allowance for Loan Losses
|
||||||||||||
|
Balance at beginning of year
|
$ | 6,008 | $ | 5,496 | $ | 5,922 | ||||||
|
Provision for loan loss
|
5,325 | 3,558 | 1,787 | |||||||||
|
Loans charged off
|
(6,422 | ) | (3,288 | ) | (2,561 | ) | ||||||
|
Recoveries
|
795 | 242 | 348 | |||||||||
|
|
||||||||||||
|
Allowance for Loan & Leases Losses
|
$ | 5,706 | $ | 6,008 | $ | 5,496 | ||||||
|
|
||||||||||||
|
Allowance for Unfunded Loan Commitments &
Letters of Credit
|
$ | 153 | $ | 227 | $ | 226 | ||||||
|
|
||||||||||||
|
Total Allowance for Credit Losses
|
$ | 5,859 | $ | 6,235 | $ | 5,722 | ||||||
|
|
||||||||||||
61
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
The Company segregates its Allowance for Loan and Lease Losses (ALLL) into two reserves:
The ALLL and the Allowance for Unfunded Loan Commitments and Letters of Credit (AULC).
When combined, these reserves constitute the total Allowance for Credit Losses (ACL).
The AULC is reported within other liabilities on the balance sheet while the ALLL is
netted within the loans, net asset line. The ACL presented above represents the full
amount of reserves available to absorb possible credit losses.
Additional analysis related to the allowance for credit losses (in thousands) as of
December 31, 2010 is as follows:
| Unfunded Loan | ||||||||||||||||||||||||||||||||||||
| Consumer | Agriculture | Commercial | Consumer (incl. | Commitment & | ||||||||||||||||||||||||||||||||
| 2010 | Real Estate | Real Estate | Agriculture | Real Estate | Commercial | Credit Cards) | Letters of Credit | Unallocated | Total | |||||||||||||||||||||||||||
|
ALLOWANCE
FOR CREDIT LOSSES:
|
||||||||||||||||||||||||||||||||||||
|
Beginning balance
|
$ | 439 | $ | 120 | $ | 647 | $ | 1,810 | $ | 2,494 | $ | 497 | $ | 227 | $ | 1 | $ | 6,235 | ||||||||||||||||||
|
Charge Offs
|
(507 | ) | — | (136 | ) | (1,147 | ) | (4,188 | ) | (444 | ) | — | — | (6,422 | ) | |||||||||||||||||||||
|
Recoveries
|
55 | — | 17 | 52 | 515 | 156 | — | — | 795 | |||||||||||||||||||||||||||
|
Provision
|
271 | 2 | (201 | ) | 1,153 | 3,533 | 171 | — | 396 | 5,325 | ||||||||||||||||||||||||||
|
Other Non-interest expense related to unfunded
|
— | — | — | — | — | — | (74 | ) | — | (74 | ) | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending Balance
|
$ | 258 | $ | 122 | $ | 327 | $ | 1,868 | $ | 2,354 | $ | 380 | $ | 153 | $ | 397 | $ | 5,859 | ||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: individually evaluated for impairment
|
$ | 66 | — | — | $ | 73 | $ | 493 | — | $ | 632 | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: collectively evaluated for impairment
|
$ | 190 | $ | 122 | $ | 327 | $ | 1,795 | $ | 1,861 | $ | 380 | $ | 153 | $ | 397 | $ | 5,226 | ||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: loans acquired with deteriorated credit
quality
|
$ | 2 | — | — | — | — | — | $ | 2 | |||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
FINANCING
RECEIVABLES:
|
||||||||||||||||||||||||||||||||||||
|
Ending balance
|
$ | 75,785 | $ | 34,446 | 65,400 | $ | 204,327 | $ | 119,262 | $ | 28,451 | $ | 527,671 | |||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: individually evaluated for impairment
|
$ | 671 | $ | 219 | $ | 1,397 | $ | 1,325 | $ | 757 | — | $ | 4,369 | |||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: collectively evaluated for impairment
|
$ | 75,114 | $ | 34,227 | 64,004 | $ | 203,002 | $ | 118,505 | $ | 28,451 | $ | 523,302 | |||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Ending balance: loans acquired with deteriorated credit
quality
|
$ | 1,143 | — | — | — | — | — | $ | 1,143 | |||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
The major categories of banking premises and equipment and accumulated depreciation at
December 31 are summarized below:
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Land
|
$ | 3,635 | $ | 3,510 | ||||
|
Buildings (useful life 15-39 years)
|
18,831 | 17,200 | ||||||
|
Furnishings (useful life 3-15 years)
|
9,640 | 9,435 | ||||||
|
|
||||||||
|
|
32,106 | 30,145 | ||||||
|
Less: Accumulated depreciation
|
(14,904 | ) | (14,092 | ) | ||||
|
|
||||||||
|
Premises and Equipment (Net)
|
$ | 17,202 | $ | 16,053 | ||||
|
|
||||||||
Depreciation expense for the years ended December 31, 2010, 2009 and 2008 amounted to $1.1,
$1.2, and $1.1 million, respectively.
Loans serviced for others are not included in the accompanying consolidated balance
sheets. The unpaid principal balances of loans serviced for others were $278 and $267
million at December 31, 2010 and 2009, respectively.
The balance of capitalized servicing rights included in other assets at December 31, 2010
and 2009, was $2.2 and $2.2 million, respectively. The capitalized addition of servicing
rights is included in net gain on sale of loans on the consolidated statement of income.
The capitalized additions are as shown in the table following.
62
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
The fair market value of the capitalized servicing rights as of December 31, 2010 and
2009 was $2.5 million and 3.0 million, respectively. The valuations were completed by
stratifying the loans into like groups based on loan type and term. Impairment was
measured by estimating the fair value of each stratum, taking into consideration an
estimated level of prepayment based upon current market conditions. An average constant
prepayment rate of 16.6 and 11.3 were utilized for 2010 and 2009, respectively. All
stratums showed positive values compared to carrying value using a discount yield of
7.75% for 2010 and for 2009.
The following summarizes mortgage servicing rights capitalized and amortized during each
year:
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Beginning Year
|
$ | 2,177 | $ | 1,952 | ||||
|
Capitalized Additions
|
685 | 1,158 | ||||||
|
Amortization
|
(684 | ) | (933 | ) | ||||
|
Valuation Allowance
|
— | — | ||||||
|
|
||||||||
|
End of Year
|
$ | 2,178 | $ | 2,177 | ||||
|
|
||||||||
Time deposits at December 31 consist of the following:
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Time deposits under $100,000
|
$ | 184,993 | $ | 212,298 | ||||
|
Time deposits of $100,000 or more
|
132,371 | 114,659 | ||||||
|
|
||||||||
|
|
$ | 317,364 | $ | 326,957 | ||||
|
|
||||||||
At December 31, 2010 the scheduled maturities for time deposits are as follows:
| (In Thousands) | ||||
|
2011
|
$ | 176,254 | ||
|
2012
|
72,598 | |||
|
2013
|
33,900 | |||
|
2014
|
23,835 | |||
|
2015
|
9,376 | |||
|
thereafter
|
1,401 | |||
|
|
||||
|
|
$ | 317,364 | ||
|
|
||||
63
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| The Bank’s policy requires qualifying securities to be used as collateral for the underlying repurchase agreements. As of December 31, 2010 and 2009 securities with a book value of $74.8 million and $55.9 million, respectively, were pledged to secure the repurchase agreements. |
| Daily Securities Sold Under Agreement to Repurchase | ||||||||||||||||||||
| Maximum Amount | ||||||||||||||||||||
| Amount Outstanding | Borrowings Outstanding | Approximate Average | Approximate Weighted | |||||||||||||||||
| at End of Period | Weighted Average Rate | Month End | Outstanding in Period | Average Interest Rate | ||||||||||||||||
| (000’s) | End of Period | (000’s) | (000’s) | For the Period | ||||||||||||||||
|
2010
|
$ | 37,191 | 0.36 | % | $ | 37,501 | $ | 34,046 | 0.36 | % | ||||||||||
|
|
||||||||||||||||||||
|
2009
|
$ | 33,457 | 0.42 | % | $ | 40,530 | $ | 37,696 | 0.48 | % | ||||||||||
|
|
||||||||||||||||||||
|
2008
|
$ | 40,014 | 0.50 | % | $ | 47,644 | $ | 40,113 | 1.96 | % | ||||||||||
| Long term debt consists of various loans from the Federal Home Loan Bank. Repayment structures vary, ranging from monthly installments, annual payments or upon maturity. Interest payments are due monthly with interest rates on the loans varying from 1.77% to 4.89%. Total borrowings were $29.9 million and $34.2 million for 2010 and 2009, respectively. The advances are secured by $75.3 and $73.1 million of mortgage loans as of December 31, 2010 and 2009, respectively under a blanket collateral agreement. |
| The advances are subject to prepayment penalties and the provisions and conditions of the credit policy of the Federal Home Loan Bank. Future obligations of the advances are as follows at December 31, 2010: |
| (In Thousands) | ||||
|
2011
|
$ | 13,212 | ||
|
2012
|
5,062 | |||
|
2013
|
7,100 | |||
|
2014
|
4,500 | |||
|
2015
|
0 | |||
|
|
||||
|
|
$ | 29,874 | ||
|
|
||||
| The components of income tax expense (benefit) for the years ended December 31 are as follows: |
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | 2,172 | $ | 2,333 | $ | 2,489 | ||||||
|
Deferred:
|
||||||||||||
|
Federal
|
210 | 142 | (39 | ) | ||||||||
|
|
||||||||||||
|
|
$ | 2,382 | $ | 2,475 | $ | 2,450 | ||||||
|
|
||||||||||||
64
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| The following is a reconciliation of the statutory federal income tax rate to the effective tax rate: |
| (In Thousands) | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Income tax at statutory rates
|
$ | 3,183 | $ | 3,087 | $ | 3,119 | ||||||
|
Increase(decrease) resulting from:
|
||||||||||||
|
Tax exempt interest
|
(744 | ) | (629 | ) | (654 | ) | ||||||
|
|
||||||||||||
|
Change in prior estimates and other
|
(57 | ) | 17 | (15 | ) | |||||||
|
|
||||||||||||
|
|
$ | 2,382 | $ | 2,475 | $ | 2,450 | ||||||
|
|
||||||||||||
| Deferred tax assets and liabilities at December 31 are comprised of the following: |
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Deferred Tax Assets:
|
||||||||
|
Allowance for loan losses
|
$ | 1,940 | $ | 2,042 | ||||
|
Other
|
749 | 650 | ||||||
|
|
||||||||
|
Total deferred tax assets
|
2,689 | 2,692 | ||||||
|
|
||||||||
|
Deferred Tax Liabilities:
|
||||||||
|
Accreted discounts on bonds
|
65 | 56 | ||||||
|
FHLB stock dividends
|
860 | 862 | ||||||
|
Mortgage servicing rights
|
741 | 740 | ||||||
|
Other
|
899 | 700 | ||||||
|
Net unrealized gain on available-for-sale securities
|
277 | 1,295 | ||||||
|
|
||||||||
|
Total deferred tax liabilities
|
2,842 | 3,653 | ||||||
|
|
||||||||
|
Net Deferred Tax Liability
|
$ | (153 | ) | $ | (961 | ) | ||
|
|
||||||||
| The Bank has established a 401(k) profit sharing plan, which allows eligible employees to save at a minimum one percent of eligible compensation on a pre-tax basis, subject to certain Internal Revenue Service limitations. The Bank will match 50% of employee 401(k) contributions up to four percent of total eligible compensation. In addition, the Bank may make a discretionary contribution from time to time. A participant is 100% vested in the participant’s deferral contributions and employer matching contributions. A six-year vesting schedule applies to employer discretionary contributions. Contributions to the 401(k) profit sharing plan for both the employer matching contribution and the discretionary contribution were $551, $570, and $524 thousand for 2010, 2009 and 2008, respectively. |
| Restricted Stock Awards |
| The Company has a Long-Term Stock Incentive Plan under which 10,150 shares of restricted stock were issued to 53 employees during 2010 and 10,000 shares of restricted stock were issued to 49 and 51 employees during 2009 and 2008, respectively. Under the plan, the shares vest 100% in three years. During the 3 year vesting period, the employees received dividends or dividend equivalent compensation on the shares. Due to employee termination, there were 1,575 and 350 shares forfeited during 2010 and 2009, respectively, 245 shares forfeited during 2008. During 2009, 5,450 shares awarded in 2006 were vested 100%. 36 employees were still employed and received the stock. During 2010, 7,425 shares awarded in 2007 were vested 100%. Forty employees were still employed and received the stock. Compensation expense applicable to the restricted stock totaled $191, $190, and $155 thousand for the year ending December 31, 2010, 2009 and 2008, respectively. |
65
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| The following table summarizes the activity of restricted stock awards: |
| Year Ended December 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Beginning of period
|
27,775 | 23,575 | 17,240 | |||||||||
|
Granted
|
10,150 | 10,000 | 10,000 | |||||||||
|
Vested
|
(7,375 | ) | (5,450 | ) | (3,420 | ) | ||||||
|
Forfeited
|
(1,575 | ) | (350 | ) | (245 | ) | ||||||
|
|
||||||||||||
|
Nonvested, end of period
|
28,975 | 27,775 | 23,575 | |||||||||
|
|
||||||||||||
| As of December 31, 2010, there was $580 thousand of unrecognized compensation cost related to the nonvested portion of restricted stock awards under the plan. |
| In the ordinary course of business, the Bank has granted loans to senior officers and directors and their affiliated companies amounting to $8.0 and $9.5 million at December 31, 2010 and 2009, respectively. New loans approved during 2010 were $328 thousand, which included $31 thousand of available funds at the time of approval. During 2010, subsequent advances totaled $17.0 million and payments of $18.5 million were received. The difference in related borrowings amounted to $1.5 million, net reduction. Deposits of directors, executive officers and companies in which they have a direct or indirect ownership as of December 31, 2010 and 2009, amounted to $3.8 million and $2.4 million, respectively. |
| Credit Related Financial Instruments |
| The Bank is a party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing need of its customer. These financial instruments include commitments to extend credit, Standby Letters of Credit, and Commercial Letters of Credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. |
| The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance-sheet instruments. The allowance for credit losses as it relates to unfunded loan commitments (AULC) is included under other liabilities. The AULC as of December 31, 2010 and 2009 was $153 thousand and $227 thousand, respectively. At December 31, 2010 and 2009, the following financial instruments were outstanding whose contract amounts represent credit risk: |
| (In Thousands) | ||||||||
| 2010 | 2009 | |||||||
|
Commitments to extend credit
|
$ | 157,935 | $ | 151,696 | ||||
|
Credit card arrangements
|
14,943 | 16,569 | ||||||
|
Standby letters of credit
|
17,446 | 18,085 | ||||||
| Commitments to extend credit, credit card arrangements and Standby Letters of Credit all include exposure to some credit loss in the event of nonperformance of the customer. The Bank’s credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded in the financial statements. Due to the fact that these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they generally do not present any significant liquidity risk to the Bank. |
66
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| Collateral Requirements |
| To reduce credit risk related to the use of credit-related financial instruments, the Bank might deem it necessary to obtain collateral. The amount and nature of the collateral obtained is based on the Bank’s credit evaluation of the customer. Collateral held varies but may include cash, securities, accounts receivable, inventory, property, plant, and real estate. | ||
| Legal Contingencies |
| Various legal claims also arise from time to time in the normal course of business, which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements. |
| The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off balance-sheet items as calculated under regulatory accounting practices. |
| The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. |
| Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of: total risk-based capital and Tier I capital to risk-weighted assets (as defined in the regulations), and Tier I capital to adjusted total assets (as defined). Management believes, as of December 31, 2010, that the Bank meets all the capital adequacy requirements to which it is subject. |
| As of December 31, 2010 the most recent notification from the FDIC indicated the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as disclosed in the table to follow. There are no conditions or events since the most recent notification that management believes have changed the Bank’s prompt corrective action category. |
| The Company and the Bank’s actual and required capital amounts and ratios as of December 31, 2010 and 2009 are as follows: |
67
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| To Be Well Capitalized | ||||||||||||||||||||||||
| Under the Prompt | ||||||||||||||||||||||||
| For Capital | Corrective Action | |||||||||||||||||||||||
| Actual | Adequacy Purposes | Provisions | ||||||||||||||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||||||||||||||
| As of December 31, 2010 | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
|
Total Risk-Based Capital
(to Risk Weighted Assets) Consolidated |
$ | 94,012 | 14.95 | % | $ | 50,295 | 8.00 | % | N/A | N/A | ||||||||||||||
|
Farmers & Merchants State Bank
|
93,572 | 14.88 | % | 50,300 | 8.00 | % | $ | 62,876 | 10.00 | % | ||||||||||||||
|
Tier 1 Capital
(to Risk Weighted Assets) Consolidated |
88,153 | 14.02 | % | 25,147 | 4.00 | % | N/A | N/A | ||||||||||||||||
|
Farmers & Merchants State Bank
|
72,713 | 11.56 | % | 25,150 | 4.00 | % | 37,725 | 6.00 | % | |||||||||||||||
|
Tier 1 Capital
(to Adjusted Total Assets) Consolidated |
88,153 | 9.82 | % | 35,901 | 4.00 | % | N/A | N/A | ||||||||||||||||
|
Farmers & Merchants State Bank
|
72,713 | 8.09 | % | 35,956 | 4.00 | % | 44,946 | 5.00 | % | |||||||||||||||
| To Be Well Capitalized | ||||||||||||||||||||||||
| Under the Prompt | ||||||||||||||||||||||||
| For Capital | Corrective Action | |||||||||||||||||||||||
| Actual | Adequacy Purposes | Provisions | ||||||||||||||||||||||
| (000’s) | (000’s) | (000’s) | ||||||||||||||||||||||
| As of December 31, 2009 | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
|
Total Risk-Based Capital
(to Risk Weighted Assets) Consolidated |
$ | 92,447 | 14.14 | % | $ | 52,294 | 8.00 | % | N/A | N/A | ||||||||||||||
|
Farmers & Merchants State Bank
|
92,184 | 14.10 | % | 52,305 | 8.00 | % | $ | 65,382 | 10.00 | % | ||||||||||||||
|
Tier 1 Capital
(to Risk Weighted Assets) Consolidated |
86,212 | 13.19 | % | 26,147 | 4.00 | % | N/A | N/A | ||||||||||||||||
|
Farmers & Merchants State Bank
|
70,949 | 10.85 | % | 26,153 | 4.00 | % | 39,229 | 6.00 | % | |||||||||||||||
|
Tier 1 Capital
(to Adjusted Total Assets) Consolidated |
86,212 | 10.33 | % | 33,393 | 4.00 | % | N/A | N/A | ||||||||||||||||
|
Farmers & Merchants State Bank
|
70,949 | 8.47 | % | 33,487 | 4.00 | % | 41,858 | 5.00 | % | |||||||||||||||
| The Bank is restricted as to the amount of dividends that can be paid. Dividends declared by the Bank that exceed the net income for the current year plus retained income for the preceding two years must be approved by federal and state regulatory agencies. Under this formula dividends of $5.0 million may be paid without prior regulatory approval. Regardless of formal regulatory restrictions, the Bank may not pay dividends that would result in its capital levels being reduced below the minimum requirements shown above. Under current Federal Reserve regulations, the Bank is limited as to the amount and type of loans it may make to the Company and its non-bank subsidiary. These loans are subject to qualifying collateral requirements on which the amount of the loan may be based. |
68
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| Fair values of financial instruments are management’s estimate of the values at which the instruments could be exchanged in a transaction between willing parties. These estimates are subjective and may vary significantly from amounts that would be realized in actual transactions. In addition, other significant assets are not considered financial assets including deferred tax assets, premises, equipment and intangibles. Further, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates and have not been considered in any of the estimates. |
| The following assumptions and methods were used in estimating the fair value for financial instruments: | ||
| Cash and Cash Equivalents |
| The carrying amounts reported in the balance sheet for cash, cash equivalents and federal funds sold approximate their fair values. Also included in this line item are the carrying amounts of interest-bearing deposits maturing within ninety days which approximate their fair values. Fair values of other interest-bearing deposits are estimated using discounted cash flow analyses based on current rates for similar types of deposits. |
| Securities and Other Securities |
| Fair values for securities, excluding Federal Home Loan Bank stock, are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank. |
| Loans |
| Most commercial and real estate mortgage loans are made on a variable rate basis. For those variable-rate loans that re-price frequently, and with no significant change in credit risk, fair values are based on carrying values. The fair values of the fixed rate and all other loans are estimated using discounted cash flow analysis, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. | ||
| Deposits |
| The fair values disclosed for deposits with no defined maturities are equal to their carrying amounts, which represent the amount payable on demand. The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair value at the reporting date. Fair value for fixed-rate certificates of deposit are estimated using a discounted cash flow analysis that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. | ||
| Short-Term Borrowings |
| The carrying value of short-term borrowings approximates fair values. |
| FHLB Advances |
| Fair values or FHLB advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types or borrowing arrangements. | ||
| Accrued Interest Receivable and Payable |
| The carrying amounts of accrued interest approximate fair values. | ||
| Dividends Payable |
| The carrying amounts of dividends payable approximate their fair values and are generally paid within forty days of declaration. |
69
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 16 — Fair Value of Financial Instruments (Continued)
Off Balance Sheet Financial Instruments
Fair values for off-balance-sheet, credit related financial instruments are based on
fees currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the counterparties’ credit standing.
The estimated fair values, and related carrying or notional amounts, for on and
off-balance sheet financial instruments as of December 31, 2010 and 2009, are reflected
below.
| (In Thousands) | ||||||||||||||||
| 2010 | 2009 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
|
Financial Assets:
|
||||||||||||||||
|
Cash and Cash Equivalents
|
$ | 43,379 | $ | 43,379 | $ | 33,648 | $ | 33,648 | ||||||||
|
Securities — available for sale
|
287,317 | 287,317 | 207,281 | 207,281 | ||||||||||||
|
Other Securities
|
4,406 | 4,406 | 4,448 | 4,448 | ||||||||||||
|
Loans, net
|
521,883 | 520,766 | 563,911 | 563,532 | ||||||||||||
|
Accrued interest receivable
|
4,036 | 4,036 | 3,693 | 3,693 | ||||||||||||
|
Financial Liabilities:
|
||||||||||||||||
|
Deposits
|
$ | 724,513 | $ | 725,270 | $ | 676,444 | $ | 672,963 | ||||||||
|
Short-term debt
|
||||||||||||||||
|
Repurchase agreement sold
|
51,241 | 51,241 | 43,257 | 43,257 | ||||||||||||
|
Federal Home Loan Bank advances
|
29,874 | 30,764 | 34,199 | 34,947 | ||||||||||||
|
Accrued interest payable
|
471 | 471 | 852 | 852 | ||||||||||||
|
Dividends payable
|
894 | 894 | 853 | 853 | ||||||||||||
|
Off-Balance Sheet Financial Instruments
|
||||||||||||||||
|
Commitments to
extend credit
|
$ | — | $ | — | $ | — | $ | — | ||||||||
|
Standby letters of credit
|
— | — | — | — | ||||||||||||
Fair Value Measurements
The following table presents information about the recurring basis at December 31, 2010 and 2009,
and the valuation techniques used by the Company to determine those fair values.
In general, fair values determined by Level 1 inputs use quoted prices in active markets for
identical assets or liabilities in active markets that the Company has the ability to access.
Available-for-sale securities- When quoted prices are available in an active market, securities
are valued using the quoted price and are classified as Level 1. The quoted prices are not
adjusted.
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or
indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in
active markets, and other inputs such as interest rates and yield curves that are observable at
commonly quoted intervals.
70
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Note 16 — Fair Value of Financial Instruments (Continued)
Available-for-sale securities classified as Level 2 are valued using the prices obtained
from an independent pricing service. The prices are not adjusted. Securities of
obligations of state and political subdivisions are valued using a type of matrix, or
grid, pricing in which securities are benchmarked against the treasury rate based on
credit rating. Substantially all assumptions used by the independent pricing service are
observable in the marketplace, can be derived from observable data, or are supported by
observable levels at which transactions are executed in the marketplace.
Level 3 inputs are unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related asset or
liability. During 2010, local municipals were purchased that the Bank evaluates based on
the credit strength of the underlying project such as hospital or retirement housing.
The fair value is determined by valuing similar credit payment streams at similar rates.
In instances where inputs used to measure
fair value fall into different levels in the
above fair value hierarchy, fair value measurements in their entirety are categorized
based on the lowest level input that is significant to the valuation. The Company’s
assessment of the significance of particular inputs to these fair value measurements requires judgment and considers
factors specific to each
asset.
The following summarizes financial assets measured at fair value on a recurring basis as
of December 31, 2010 and December 31, 2009 segregated by level or the valuation inputs
within the fair value hierarchy utilized to measure fair value:
| Quoted Prices in Active | Significant | Significant | ||||||||||
| Active Markets | Observable | Observable | ||||||||||
| ($ in Thousands) | for Identical | Inputs | Inputs | |||||||||
| December 31, 2010 | Assets (Level 1) | (Level 2) | (Level 3) | |||||||||
|
Assets-(Securities Available for Sale)
|
||||||||||||
|
U.S. Treasury
|
$ | 32,279 | $ | — | $ | — | ||||||
|
U.S. Government agency
|
165,703 | — | — | |||||||||
|
Mortgage-backed securities
|
24,531 | — | — | |||||||||
|
State and local governments
|
— | 53,502 | 11,302 | |||||||||
|
|
||||||||||||
|
Total Securities Available for Sale
|
$ | 222,513 | $ | 53,502 | $ | 11,302 | ||||||
|
|
||||||||||||
| Quoted Prices in Active | Significant | Significant | ||||||||||
| Active Markets | Observable | Observable | ||||||||||
| for Identical | Inputs | Inputs | ||||||||||
| December 31, 2009 | Assets (Level 1) | (Level 2) | (Level 3) | |||||||||
|
Assets-(Securities Available for Sale)
|
||||||||||||
|
U.S. Treasury
|
5,219 | $ | — | $ | — | |||||||
|
U.S. Government agency
|
104,675 | — | — | |||||||||
|
Mortgage-backed securities
|
36,848 | — | — | |||||||||
|
State and local governments
|
— | 60,539 | — | |||||||||
|
|
||||||||||||
|
Total Securities Available for Sale
|
$ | 146,742 | $ | 60,539 | $ | — | ||||||
|
|
||||||||||||
71
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
Most
of the Company’s available for sale securities, including any bonds issued by local municipalities, have
CUSIP numbers or have similar characteristics of those in the municipal markets, making
them marketable and comparable as Level 2.
The Company also has assets that, under certain conditions, are subject to measurement
at fair value on a non-recurring basis. At December 31, 2010 and 2009, such assets
consist primarily of impaired loans. Impaired loans categorized as Level 3 assets
consist of non-homogeneous loans that are considered impaired. The Company estimates
the fair value of the loans based on the present value of expected future cash flows
using management’s best estimate of key assumptions. These assumptions include future payment ability, timing of payment streams, and
estimated realizable values of available collateral (typically based on outside
appraisals).
At December 31, 2010 and 2009, impaired loans categorized as Level 3 were $4.4 and $12.2
million, respectively. The specific allocation for impaired loans was $632 and $353
thousand as of December 31, 2010 and 2009, respectively, which are accounted for in the
allowance for loan losses (see Note 4).
Other real estate is reported at the lower of either the fair value of the real estate,
minus the estimated costs to sell the asset, or the cost of the asset. The determination
of the fair value of the real estate relies primarily on appraisals from third parties.
If the fair value of the real estate, minus the estimated costs to sell the asset, is
less than the asset’s cost, the deficiency is recognized as a valuation allowance against the asset through a charge to expense. The valuation allowance
is therefore increased or decreased, through charges or credits to expense, for changes
in the asset’s fair value or estimated selling costs.
The following table presents impaired loans and other real estate owned as recorded at
fair value:
| Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2010 | ||||||||||||||||||||
| Quoted Prices in Active | Change in | |||||||||||||||||||
| Markets for | Significant | Significant | fair value for | |||||||||||||||||
| Balance at | Identical | Observable Inputs | Unobservable Inputs | twelve-month period | ||||||||||||||||
| ($ in Thousands) | December 31, 2010 | Assets (Level 1) | (Level 2) | (Level 3) | ended Dec 31, 2010 | |||||||||||||||
|
Impaired loans
|
$ | 4,369 | $ | — | $ | — | $ | 4,369 | $ | (850 | ) | |||||||||
|
|
||||||||||||||||||||
|
Other real estate owned — residential
mortgages
|
$ | 2,110 | $ | — | $ | — | $ | 2,110 | $ | (64 | ) | |||||||||
|
|
||||||||||||||||||||
|
Other real estate owned — commercial
|
$ | 2,328 | $ | — | $ | — | $ | 2,328 | $ | — | ||||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Total change in fair value
|
$ | (914 | ) | |||||||||||||||||
|
|
||||||||||||||||||||
| Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2009 | ||||||||||||||||||||
| Quoted Prices in Active | Change in | |||||||||||||||||||
| Markets for | Significant | Significant | fair value for | |||||||||||||||||
| Balance at | Identical | Observable Inputs | Unobservable Inputs | twelve-month period | ||||||||||||||||
| ($ in Thousands) | December 31, 2009 | Assets (Level 1) | (Level 2) | (Level 3) | ended Dec 31, 2009 | |||||||||||||||
|
Impaired loans
|
$ | 12,189 | $ | — | $ | — | $ | 12,189 | $ | (1,499 | ) | |||||||||
|
|
||||||||||||||||||||
|
Other real estate owned — residential
mortgages
|
$ | 1,101 | $ | — | $ | — | $ | 1,101 | $ | (19 | ) | |||||||||
|
|
||||||||||||||||||||
|
Other real estate owned commercial
|
$ | 338 | $ | — | $ | — | $ | 338 | $ | (40 | ) | |||||||||
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Total change in fair value
|
$ | (1,558 | ) | |||||||||||||||||
|
|
||||||||||||||||||||
The Company also has other assets, which under certain conditions, are subject to
measurement at fair value. These assets include loans held for sale, bank owned life insurance,
and mortgage servicing rights. The Company estimated the fair values of these assets utilizing
Level 3 inputs, including, the discounted present value of expected future cash flows. At December
31, 2010, the Company estimates that there is no impairment of these assets and therefore, no
impairment charge to other expense was required to adjust these assets to their estimated fair
values.
72
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| (In Thousands) | ||||||||
| Balance Sheet | 2010 | 2009 | ||||||
|
Assets
|
||||||||
|
Cash
|
$ | 598 | $ | 471 | ||||
|
Related party receivables:
|
||||||||
|
Dividends & Accounts receivable from subsidiaries
|
1,103 | 1,060 | ||||||
|
Note receivable from Bank subsidiary
|
15,000 | 15,000 | ||||||
|
Investment in subsidiaries
|
78,963 | 78,322 | ||||||
|
|
||||||||
|
Total Assets
|
$ | 95,664 | $ | 94,853 | ||||
|
|
||||||||
|
Liabilities
|
||||||||
|
Accrued expenses
|
$ | 367 | $ | 416 | ||||
|
Dividends payable
|
894 | 853 | ||||||
|
|
||||||||
|
Total Liabilities
|
1,261 | 1,269 | ||||||
|
|
||||||||
|
Stockholders’ Equity
|
||||||||
|
Total Stockholders’ Equity
|
94,403 | 93,584 | ||||||
|
|
||||||||
|
Total Liabilities and Stockholders’ Equity
|
$ | 95,664 | $ | 94,853 | ||||
|
|
||||||||
| (In Thousands) | ||||||||||||
| Statement of Income | 2010 | 2009 | 2008 | |||||||||
|
Income
|
||||||||||||
|
Dividends from subsidiaries
|
$ | 4,205 | $ | 3,940 | $ | 6,708 | ||||||
|
Interest
|
713 | 713 | 717 | |||||||||
|
|
||||||||||||
|
Total Income
|
4,918 | 4,653 | 7,425 | |||||||||
|
Operating Expenses
|
472 | 460 | 364 | |||||||||
|
|
||||||||||||
|
Income
Before Income Taxes and Equity in Undistributed Earnings (Distributions in excess
of earnings) and Subsidiaries
|
4,446 | 4,193 | 7,061 | |||||||||
|
Income Taxes
|
82 | 161 | 167 | |||||||||
|
|
||||||||||||
|
|
4,364 | 4,032 | 6,894 | |||||||||
|
Equity in undistributed earnings (Distributions in
excess of earnings) of subsidiaries
|
2,617 | 2,573 | (171 | ) | ||||||||
|
|
||||||||||||
|
Net Income
|
$ | 6,981 | $ | 6,605 | $ | 6,723 | ||||||
|
|
||||||||||||
73
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
| (In Thousands) | ||||||||||||
| Statements of Cash Flows | 2010 | 2009 | 2008 | |||||||||
|
Cash Flows from Operating Activities
|
||||||||||||
|
Net income
|
$ | 6,981 | $ | 6,605 | $ | 6,723 | ||||||
|
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
|
||||||||||||
|
Equity in undistributed net income (Distributions
in excess earnings) of subsidiaries
|
(2,617 | ) | (2,573 | ) | 171 | |||||||
|
Changes in Assets and Liabilities:
|
||||||||||||
|
Account receivable
|
— | — | — | |||||||||
|
Dividends receivable
|
(42 | ) | (97 | ) | (162 | ) | ||||||
|
Other Liabilities
|
101 | 193 | (228 | ) | ||||||||
|
|
||||||||||||
|
Net Cash Provided by Operating Activities
|
4,423 | 4,128 | 6,504 | |||||||||
|
Cash Flows from Investing Activities
|
||||||||||||
|
Return of Capital from Investment in Subsidiary
|
— | — | — | |||||||||
|
Cash Flows from Financing Activities
|
||||||||||||
|
Payment of dividends
|
(3,402 | ) | (3,417 | ) | (3,217 | ) | ||||||
|
Purchase of Treasury Stock
|
(894 | ) | (555 | ) | (3,575 | ) | ||||||
|
|
||||||||||||
|
Net Change in Cash and Cash Equivalents
|
127 | 156 | (288 | ) | ||||||||
|
Cash and Cash Equivalents
|
||||||||||||
|
Beginning of year
|
471 | 315 | 603 | |||||||||
|
|
||||||||||||
|
Cash and Cash Equivalents
|
||||||||||||
|
End of year
|
$ | 598 | $ | 471 | $ | 315 | ||||||
|
|
||||||||||||
74
Table of Contents
Farmers & Merchants Bancorp, Inc and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010, 2009, and 2008
December 31, 2010, 2009, and 2008
(000s omitted except per share data)
Quarterly Financial Data — UNAUDITED
| Quarter Ended in 2010 | ||||||||||||||||
| Mar 31 | June 30 | Sep 30 | Dec 31 | |||||||||||||
|
Summary of Income:
|
||||||||||||||||
|
Interest income
|
$ | 10,325 | $ | 9,868 | $ | 10,025 | $ | 9,675 | ||||||||
|
Interest expense
|
2,920 | 2,809 | 2,677 | 2,457 | ||||||||||||
|
|
||||||||||||||||
|
Net Interest Income
|
7,405 | 7,059 | 7,348 | 7,218 | ||||||||||||
|
Provision for loan loss
|
1,690 | 1,984 | 1,200 | 451 | ||||||||||||
|
|
||||||||||||||||
|
Net interest income after
provision for loan loss
|
5,715 | 5,075 | 6,148 | 6,767 | ||||||||||||
|
Other income (expense)
|
(4,128 | ) | (3,335 | ) | (3,130 | ) | (3,749 | ) | ||||||||
|
|
||||||||||||||||
|
Net income before income taxes
|
1,587 | 1,740 | 3,018 | 3,018 | ||||||||||||
|
Income taxes
|
331 | 397 | 820 | 834 | ||||||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 1,256 | $ | 1,343 | $ | 2,198 | $ | 2,184 | ||||||||
|
|
||||||||||||||||
|
Earnings per Common Share
|
$ | 0.27 | $ | 0.28 | $ | 0.47 | $ | 0.46 | ||||||||
|
|
||||||||||||||||
|
Average common shares outstanding
|
4,734,674 | 4,730,309 | 4,710,402 | 4,710,098 | ||||||||||||
|
|
||||||||||||||||
| Quarter Ended in 2009 | ||||||||||||||||
| Mar 31 | June 30 | Sep 30 | Dec 31 | |||||||||||||
|
Summary of Income:
|
||||||||||||||||
|
Interest income
|
$ | 10,376 | $ | 10,459 | $ | 10,081 | $ | 10,198 | ||||||||
|
Interest expense
|
3,474 | 3,427 | 3,220 | 3,099 | ||||||||||||
|
|
||||||||||||||||
|
Net Interest Income
|
6,902 | 7,032 | 6,861 | 7,099 | ||||||||||||
|
Provision for loan loss
|
659 | 1,079 | 1,432 | 388 | ||||||||||||
|
|
||||||||||||||||
|
Net interest income after
provision for loan loss
|
6,243 | 5,953 | 5,429 | 6,711 | ||||||||||||
|
Other income (expense)
|
(3,880 | ) | (4,016 | ) | (3,739 | ) | (3,621 | ) | ||||||||
|
|
||||||||||||||||
|
Net income before income taxes
|
2,363 | 1,937 | 1,690 | 3,090 | ||||||||||||
|
Income taxes
|
633 | 536 | 414 | 892 | ||||||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 1,730 | $ | 1,401 | $ | 1,276 | $ | 2,198 | ||||||||
|
|
||||||||||||||||
|
Earnings per common share
|
$ | 0.36 | $ | 0.30 | $ | 0.27 | $ | 0.46 | ||||||||
|
|
||||||||||||||||
|
Average common shares outstanding
|
4,756,389 | 4,742,910 | 4,731,841 | 4,734,674 | ||||||||||||
|
|
||||||||||||||||
| ITEM 9. | CHANGE IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL DISCLOSURE |
No disagreements exist on accounting and financial disclosures or related matter.
75
Table of Contents
MANAGEMENT REPORT REGARDING
DISCLOSURE CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The Company carried out an evaluation, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures as of December 31, 2010, pursuant to Exchange Act 13a-15. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure
controls and procedures were effective as of December 31, 2010, in timely alerting them to material
information relating to the Company (including its consolidated subsidiaries) required to be
included in the Company’s periodic SEC filings.
MANAGEMENT REPORT REGARDING INTERNAL CONTROL AND
COMPLIANCE WITH DESIGNATED LAWS AND REGULATIONS
COMPLIANCE WITH DESIGNATED LAWS AND REGULATIONS
Management of Farmers & Merchants Bancorp, Inc. and it subsidiaries is responsible for preparing
the Bank’s annual financial statements. Management is also responsible for establishing and
maintaining internal control over financial reporting presented in conformity with both generally
accepted accounting principles and regulatory reporting in conformity with the Federal Financial
Institutions Examination Council Instructions for Consolidated Reports of Condition and Income
(call report instructions). The Bank’s internal control contains monitoring mechanisms, and actions
are taken to correct deficiencies identified.
There are inherent limitations in the effectiveness of any internal control, including the
possibility of human error and the circumvention or overriding of controls. Accordingly, even
effective internal control can provide only reasonable assurance with respect to financial
statement preparation. Further, because of changes in conditions, the effectiveness of internal
control may vary over time.
It is also management’s responsibility to ensure satisfactory compliance with all designated laws
and regulations and in particular, those laws and regulations concerning loans to insiders. The
federal laws concerning loans to insiders are codified at 12 USC 375a and 375b, and the federal
regulations are set forth at 12 CFR 23.5, 31, and 215.
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the
supervision and with the participation of our management, including our Principal Executive Officer
and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control – Integrated Framework, our management concluded
that our internal control over financial reporting was effective as of December 31, 2010. The
registered public accounting firm that audited the financial statements included in this annual
report has issued an attestation report on the Company’s internal control over financial reporting
which can be found under Item 8 of this form 10-K.
There was no change in the company’s internal control over financial reporting that occurred during
the Company’s fiscal quarter ended December 31, 2010 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.
None.
76
Table of Contents
| ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
BOARD OF DIRECTORS
The information called for herein is presented below:
| Principal Occupation or | Year First | |||||||||
| Name | Age | Employment for Past Five Years | Became Director | |||||||
|
Dexter L. Benecke
|
68 | President, Freedom Ridge, Inc. | 1999 | |||||||
|
|
||||||||||
|
Steven A. Everhart
|
56 | Self Employed | 2003 | |||||||
|
|
||||||||||
|
Robert G. Frey
|
70 | President, E.H. Frey & Sons, Inc. | 1987 | |||||||
|
|
||||||||||
|
Jack C. Johnson
|
58 | President, Hawk’s Clothing, Inc. | 1991 | |||||||
|
|
||||||||||
|
Marcia S. Latta
|
49 | Vice President for Advancement, DePauw University | 2009 | |||||||
|
|
||||||||||
|
Steven J. Planson
|
51 | Self-Employed Farmer | 2008 | |||||||
|
|
||||||||||
|
Anthony J. Rupp
|
61 | President, Rupp Furniture Co. | 2000 | |||||||
|
|
||||||||||
|
David P. Rupp, Jr.
1
|
69 | Attorney | 2001 | |||||||
|
|
||||||||||
|
James C. Saneholtz
|
64 | President, Saneholtz-McKarns, Inc. | 1995 | |||||||
|
|
||||||||||
|
Kevin J. Sauder
|
50 | President/CEO, Sauder Woodworking Co. | 2004 | |||||||
|
|
||||||||||
|
Merle J. Short
|
70 | Retired Farmer | 1987 | |||||||
|
|
||||||||||
|
Paul S. Siebenmorgen
|
61 | President/CEO of the Corporation and The Farmers & Merchants State Bank | 2005 | |||||||
|
|
||||||||||
|
Steven J. Wyse
|
66 | Private Investor | 1991 | |||||||
Directors are elected annually at the annual meeting of shareholders
| 1 | David P. Rupp, Jr. is an attorney with membership in the law firm of Plassman, Rupp, Short & Hagans of Archbold, Ohio. The law firm has been retained by the Corporation, and its subsidiaries, during the past twenty years and is to be retained currently. |
77
Table of Contents
EXECUTIVE OFFICERS
| Principal Occupation & Offices Held with | ||||||
| Name | Age | Corporation & Bank for Past Five Years | ||||
|
David P. Rupp, Jr.
|
69 | Chairman | ||||
|
|
||||||
|
Paul S. Siebenmorgen
|
61 | President & Chief Executive Officer | ||||
|
|
||||||
|
Barbara J. Britenriker
|
49 |
Executive Vice President
Chief Financial Officer |
||||
|
|
||||||
|
Todd A. Graham
|
60 |
Executive Vice President
Chief Lending Officer |
||||
|
|
||||||
|
Edward A. Leininger
|
54 |
Executive Vice President
Chief Operating Officer |
||||
|
|
||||||
|
Rex D. Rice
|
52 |
Executive Vice President
Senior Commercial Banking Director |
||||
Any remaining information required by Item 401 of Regulation S-K is presented in the proxy
statement to be furnished in connection with the solicitation of proxies on behalf of the Board
of Directors of the Registrant for use at its Annual Meeting to be held on April 14, 2011, and
is incorporated herein by reference. The information called for under Item 405 of Regulation S-K
regarding compliance with Section 16(a) and called for under Item 407(d)(5) regarding the
existence of a Financial Expert on the Audit Committee of the Company’s Board of Directors is
presented in the proxy statement to be furnished in connection with the solicitation of proxies
on behalf of the Board of Directors of the Registrant for use at its Annual Meeting to be held
on April 14, 2011, and is incorporated herein by reference.
The Board of Directors of the Company adopted a Code of Business Conduct and Ethics (the “Code”)
at its meeting on February 13, 2004. While the Sarbanes-Oxley Act of 2002 mandates the adoption
of a code of ethics for the most senior executive officers of all public companies, the Code
adopted by the Corporation’s Board of Directors is broader in the activities covered and applies
to all officers, directors and employees of the Corporation and the Bank, including the chief
executive officer, chief financial officer, principal accounting officer and other senior
officers performing accounting, auditing, financial management or similar functions. The
administration of the Code has been delegated to the Audit Committee of the Board of Directors,
a Committee comprised entirely of “independent directors.” The Code addresses topics such as
compliance with laws and regulations, honest and ethical conduct, conflicts of interest,
confidentiality and protection of Corporation assets, fair dealing and accurate and timely
periodic reports, and also provides for enforcement mechanisms. The Board and management of the
Corporation intends to continue to monitor not only the developing legal requirements in this
area, but also the best practices of comparable companies, to assure that the Corporation
maintains sound corporate governance practices in the future.
A copy of the Corporation’s Code is available on the website of the Bank
(
www.fm-bank.com)
. In addition, a copy of the Code is available to any shareholder free
of charge upon request. Shareholders desiring a copy of the Code should address written requests
to Mr. Paul S. Siebenmorgen, President, Chief Executive Officer and Treasurer of Farmers &
Merchants Bancorp, Inc., 307 North Defiance Street, Archbold, Ohio 43502, and are asked to mark
Code of Business Conduct and Ethics on the outside of the envelope containing the request.
78
Table of Contents
| ITEM 11. | EXECUTIVE COMPENSATION |
The information called for herein is presented in the proxy statement to be furnished in
connection with the solicitation of proxies on behalf of the Board of Directors of the
Registrant for use at its Annual Meeting to be held on April 14, 2011, and is incorporated
herein by reference.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The information called for by Item 403 of Regulation S-K is presented in the proxy statement to
be furnished in connection with the solicitation of proxies on behalf of the Board of Directors
of the Registrant for use at its Annual Meeting to be held Thursday, April 14, 2011 and is
incorporated herein by reference.
On April 23, 2005 the Company’s shareholders approved the Farmers & Merchants Bancorp, Inc. 2005
Long-Term Stock Incentive Plan. The plan authorizes the issuance of up to 800,000 of the
Company’s common shares in the form of stock options, restricted stock, performance shares, and
unrestricted stock to employees of the Company and its subsidiaries. During 2005, 4,000 shares
of restricted stock were issued under the plan to 38 employees of the Bank. Due to employee
termination, there were 80 shares forfeited during 2005. During 2006, the Company purchased
42,000 shares and awarded 6,100 restricted shares to 41 employees. 200 shares were forfeited
during 2006. 8,760 shares of restricted stock were issued to 46 employees during 2007. Due to
employee termination, 740 shares were forfeited during 2007. 600 shares had vesting accelerated
and were paid to a retiring officer. 228,000 shares were purchased in 2007. In 2008, 171,889
shares were purchased with 10,000 shares being awarded to 51 employees. 245 shares were
forfeited in 2008. 2009 had purchases of 28,907 shares with awards of 10,000 shares to 49
employees. 350 shares were forfeited during the year. 2010 had purchases of 48,130 shares with
awards of 10,150 shares to 53 employees. 1,575 shares were forfeited in 2010. At year end, the
Company held 477,106 shares in Treasury stock and 28,925 in unearned stock awards.
| Equity Compensation Plan Information | ||||||||||||
| Number of securities remaining | ||||||||||||
| Number of securities to be | available for future issuance | |||||||||||
| issued upon exercise of | Weighted-average exercise | under equity compensation | ||||||||||
| outstanding options, warrants | price of outstanding options, | plans (excluding securities | ||||||||||
| and rights | warrants and rights | reflected in column (a)) | ||||||||||
| ( a ) | ( b ) | ( c ) | ||||||||||
|
Equity compensation
plans approved by
security holders
|
0 | $ | 0.00 | 754,180 | ||||||||
|
Equity compensation
plans not approved
by security holders
|
0 | $ | 0.00 | 0 | ||||||||
|
Total
|
0 | $ | 0.00 | 754,180 | ||||||||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
The information called for herein is presented in the proxy statement to be furnished in
connection with the solicitation of proxies on behalf of the Board of Directors of the
Registrant for use at its Annual Meeting to be held on April 14, 2011, and is incorporated
herein by reference.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information called for by this Item is presented in the proxy statement to be furnished in
connection with the solicitation of proxies on behalf of the Board of Directors of the
Registrant for use at its Annual Meeting to be held on April 14, 2011, and is incorporated
herein by reference.
79
Table of Contents
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES |
| a. | The Following documents are filed as part of this report. |
| (1) |
Financial Statements (included in this 10-K under Item 8)
Report of Independent Accountants Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Cash Flows Note to Consolidated Financial Statements |
||
| (2) |
Financial Statement Schedules
Five Year Summary of Operations |
| b. | Exhibits Required by Item 601 of Regulation S-K |
| (3.1) | a. Amended Articles of Incorporation are incorporated by reference to the Company’s Quarterly Report on Form 10-Q that was filed with the Commission on August 1, 2006. | ||
| (3.2) | Code of Regulations are incorporated by reference to the Company’s Quarterly Report on Form 10-Q that was filed with the Commission on May 10, 2004. | ||
| (10.1) | Change in Control Agreement executed by and between the Company and Paul S. Siebenmorgen on November 27, 2007 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 30, 2007). | ||
| (10.2) | Change in Control Agreement executed by and between the Company and Barbara J. Britenriker on November 27, 2007 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 30, 2007). | ||
| (10.3) | Change in Control Agreement executed by and between the Company and Edward A. Leininger on November 27, 2007 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 30, 2007). | ||
| (10.4) | Change in Control Agreement executed by and between the Company and Rex D. Rice on November 27, 2007 (incorporated by reference to the Current Report on Form 8-K filed with the Commission on November 30, 2007). | ||
| (10.5) | 2005 Long-Term Stock Incentive Plan (incorporated by reference to the Quarterly Report on Form 10-Q filed with the Commission on October 27, 2005). | ||
| (10.6) | Form on Restricted Stock Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed with the Commission on October 27, 2005). |
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| ITEM 14. | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES (Continued) |
| (21) | Subsidiaries of Farmers & Merchants Bancorp, Inc. | ||
| (31.1) | Certification of the Chief Executive Officer Required under Rule 13(a)-14(a)/15d-14(a) | ||
| (31.2) | Certification of the Chief Financial Officer Required under Rule 13(a)-14(a)/15d-14(a) | ||
| (32.1) | Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| (32.2) | Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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FARMERS & MERCHANTS BANCORP, INC
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934. The
registrant
has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized
| By: | /s/ Paul S. Siebenmorgen | Date: February 25, 2011 | ||
| Paul S. Siebenmorgen | ||||
| Chief Executive Officer Director | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
/s/ Paul S. Siebenmorgen
|
Date: February 25, 2011 |
/s/ Barbara J. Britenriker
|
Date: February 25, 2011 | |||
|
Chief Executive Officer
(Principal Executive Officer) |
Chief Financial Officer
(Principal Financial Officer/ Principal Accounting Officer) |
|||||
|
|
||||||
|
/s/ Dexter L. Benecke
|
Date: February 25, 2011 |
/s/ Steven A. Everhart
|
Date: February 25, 2011 | |||
|
Dexter L. Benecke, Director
|
Steven A. Everhart, Director | |||||
|
|
||||||
|
/s/ Robert G. Frey
|
Date: February 25, 2011 |
/s/ Jack C. Johnson
|
Date: February 25, 2011 | |||
|
Robert G. Frey, Director
|
Jack C. Johnson, Director | |||||
|
|
||||||
|
/s/ Marcia S. Latta
|
Date: February 25, 2011 |
/s/ Steven J. Planson
|
Date: February 25, 2011 | |||
|
Marcia S. Latta, Director
|
Steven J. Planson, Director | |||||
|
|
||||||
|
/s/ Anthony J. Rupp
|
Date: February 25, 2011 |
/s/ David P. Rupp, Jr
|
Date: February 25, 2011 | |||
|
Anthony J. Rupp, Director
|
David P. Rupp, Jr., Director | |||||
|
|
||||||
|
/s/ James C. Saneholtz
|
Date: February 25, 2011 |
/s/ Kevin J. Sauder
|
Date: February 25, 2011 | |||
|
James C. Saneholtz, Director
|
Kevin J. Sauder, Director | |||||
|
|
||||||
|
/s/ Merle J. Short
|
Date: February 25, 2011 |
/s/ Steven J. Wyse
|
Date: February 25, 2011 | |||
|
Merle J. Short, Director
|
Steven J. Wyse, Director | |||||
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Part 1Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. No Longer ApplicablePart IIItem 5. Market For Registrant S Common Equity and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsNote 1 Summary Of Significant Accounting PoliciesNote 1 Summary Of Significant Accounting Policies (continued)Note 2 Business Combination & Asset PurchaseNote 2 Business Combination & Asset Purchase (continued)Note 3 SecuritiesNote 3 Securities (continued)Note 4 LoansNote 4 Loans (continued)Note 5 Premises and EquipmentNote 6 ServicingNote 6 Servicing (continued)Note 7 DepositsNote 8 Securities Sold Under Agreement To RepurchaseNote 9 Federal Home Loan Bank AdvancesNote 10 Federal Income TaxesNote 10 Federal Income Taxes (continued)Note 11 Employee Benefit PlanNote 11 Employee Benefit Plan (continued)Note 12 Related Party TransactionsNote 13 Off Balance Sheet ActivitiesNote 13 Off Balance Sheet Activities (continued)Note 14 Minimum Regulatory Capital RequirementsNote 14 Minimum Regulatory Capital Requirements (continued)Note 15 Restrictions Of Dividends & Inter-company BorrowingsNote 16 Fair Value Of Financial InstrumentsNote 16 Fair Value Of Financial Instruments (continued)Note 17 Condensed Financial Statements Of Parent CompanyNote 17 Condensed Financial Statements Of Parent Company (continued)Note 18 Quarterly Financial DataItem 9. Change in and Disagreements with Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive Officers Of The RegistrantItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statements SchedulesItem 14. Exhibits and Financial Statements Schedules (continued)