SOUHY South32 Ltd (PK)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2014

Commission File Number: 000-17859

 

 

NEW HAMPSHIRE THRIFT BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

State of Delaware		02-0430695
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer I.D. Number)
9 Main Street, PO Box 9, Newport, New Hampshire		03773
(Address of Principal Executive Offices)		(Zip Code)

603-863-0886

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the issuer’s common stock, $.01 par value per share, as of November 5, 2014 was 8,248,626.

 

 

 

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC.

INDEX

 

				Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					i
PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements:
		Condensed Consolidated Balance Sheets—September 30, 2014 (unaudited) and December 31, 2013			1
		Condensed Consolidated Statements of Income (unaudited)—For the three and nine months ended September 30, 2014 and 2013			2
		Condensed Consolidated Statements of Comprehensive Income (unaudited)—For the three and nine months ended September 30, 2014 and 2013			3
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)—For the nine months ended September 30, 2014 and 2013			4
		Condensed Consolidated Statements of Cash Flows (unaudited)—For the nine months ended September 30, 2014 and 2013			5
		Notes to Condensed Consolidated Financial Statements (unaudited) -			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			41
Item 4.		Controls and Procedures			42
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings			43
Item 1A.		Risk Factors			43
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			43
Item 3.		Defaults Upon Senior Securities			43
Item 4.		Mine Safety Disclosures			43
Item 5.		Other Information			43
Item 6.		Exhibits			43

---

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We may, from time to time, make written or oral “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements contained in our filings with the Securities and Exchange Commission (the “SEC”), our reports to stockholders and in other communications by us. This Quarterly Report on Form 10-Q contains “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “would,” “plan,” “estimate,” “potential” and other similar expressions. Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operation and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

 

•

local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact;

 

•

continued volatility and disruption in national and international financial markets;

 

•

changes in the level of non-performing assets and charge-offs;

 

•

changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

 

•

adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio;

 

•

inflation, interest rate, securities market and monetary fluctuations;

 

•

the timely development and acceptance of new products and services and perceived overall value of these products and services by users;

 

•

changes in consumer spending, borrowings and savings habits;

 

•

technological changes;

 

•

the ability to increase market share and control expenses;

 

•

changes in the competitive environment among banks, financial holding companies and other financial service providers;

 

•

the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we must comply;

 

•

the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

 

•

the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews;

 

•

difficulties related to the integration of any businesses we may acquire, including The Randolph National Bank and Charter Trust Company; and

 

•

other factors detailed from time to time in our SEC filings.

Forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Throughout this report, the terms “Company,” “we,” “our” and “us” refer to the consolidated entity of New Hampshire Thrift Bancshares, Inc., its wholly owned subsidiary, Lake Sunapee Bank, fsb (the “Bank”), and the Bank’s subsidiaries, McCrillis & Eldredge Insurance, Inc., Lake Sunapee Group, Inc., Lake Sunapee Financial Services Corporation and Charter Holding Corp. (“Charter Holding”), which wholly owns Charter Trust Company.

 

i

---

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30,				December 31,
(In thousands, except share and per share data)		2014				2013
		(Unaudited)
ASSETS
Cash and due from banks		$	40,036			$	12,005
Overnight deposits			—				21,573
Cash and cash equivalents			40,036				33,578
Interest-bearing time deposits with other banks			747				1,743
Securities available-for-sale			106,156				125,238
Federal Home Loan Bank stock			10,762				9,760
Loans held-for-sale			2,405				680
Loans receivable, net of allowance for loan losses of $9.5 million as of September 30, 2014 and $9.8 million as of December 31, 2013			1,204,230				1,134,110
Accrued interest receivable			3,167				2,628
Bank premises and equipment, net			24,476				23,842
Investments in real estate			3,570				3,681
Other real estate owned			137				1,343
Goodwill			45,034				44,632
Other intangible assets			9,735				11,020
Bank-owned life insurance			20,022				19,544
Other assets			12,635				12,071
Total assets		$	1,483,112			$	1,423,870
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing		$	106,065			$	101,446
Interest-bearing			1,005,046				986,646
Total deposits			1,111,111				1,088,092
Federal Home Loan Bank advances			160,990				121,734
Securities sold under agreements to repurchase			16,850				27,885
Subordinated debentures			20,620				20,620
Accrued expenses and other liabilities			19,597				16,282
Total liabilities			1,329,168				1,274,613
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value per share: 2,500,000 shares authorized, non-cumulative perpetual Series B; 23,000 shares issued and outstanding at September 30, 2014 and December 31, 2013; liquidation value $1,000 per share			—				—
Common stock, $.01 par value per share: 10,000,000 shares authorized, 8,678,394 shares issued and 8,244,065 shares outstanding at September 30, 2014, and 8,651,076 shares issued and 8,216,747 shares outstanding at December 31, 2013			87				87
Paid-in capital			101,356				100,961
Retained earnings			62,156				58,347
Unearned restricted stock awards			(598	)			(490	)
Accumulated other comprehensive loss			(2,306	)			(2,897	)
Treasury stock, 434,329 shares as of September 30, 2014 and December 31, 2013, at cost			(6,751	)			(6,751	)
Total stockholders’ equity			153,944				149,257
Total liabilities and stockholders’ equity		$	1,483,112			$	1,423,870

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

		Three months ended								Nine months ended
		September 30,				September 30,				September 30,				September 30,
(In thousands, except share and per share data)		2014				2013				2014				2013
Interest and dividend income
Interest and fees on loans		$	11,869			$	9,071			$	34,854			$	27,276
Interest on debt securities:
Taxable			314				231				1,034				1,041
Dividends			41				16				122				39
Other			95				270				443				621
Total interest and dividend income			12,319				9,588				36,453				28,977
Interest expense
Interest on deposits			1,154				957				3,324				3,063
Interest on advances and other borrowed money			535				558				1,583				1,875
Total interest expense			1,689				1,515				4,907				4,938
Net interest and dividend income			10,630				8,073				31,546				24,039
Provision for loan losses			27				118				736				694
Net interest and dividend income after provision for loan losses			10,603				7,955				30,810				23,345
Noninterest income
Customer service fees			1,570				1,314				4,547				3,766
Gain on sales and calls of securities, net			313				—				756				781
Net gain on sales of loans			241				450				411				2,058
(Loss) gain on sales of premises and equipment			—				(18	)			12				(14	)
(Loss) gain on sales of other real estate and property owned, net of writedowns			(1	)			—				194				25
Rental income			181				189				528				557
Bank-owned life insurance income			151				154				453				430
Income from equity interest in Charter Holding Corp.			—				53				—				294
Mortgage servicing income, net of amortization of mortgage servicing assets.			16				22				149				23
Insurance and brokerage service income			359				351				1,161				1,170
Trust and investment management fee income			2,038				679				6,190				679
Remeasurement gain of equity interest in Charter Holding Corp.			—				1,369				—				1,369
Total noninterest income			4,868				4,563				14,401				11,138
Noninterest expense
Salaries and employee benefits			6,326				4,617				18,419				13,013
Occupancy and equipment			1,279				1,068				4,260				3,198
Advertising and promotion			222				159				658				471
Depositors’ insurance			232				195				773				574
Outside services			639				397				2,000				1,065
Professional services			281				342				1,000				995
ATM processing fees			230				153				650				466
Supplies			128				100				426				350
Telephone			257				159				823				494
Merger-related expenses			—				801				—				801
Amortization of intangible assets			416				212				1,285				592
Other expenses			1,448				1,328				4,526				3,818
Total noninterest expense			11,458				9,531				34,820				25,837
Income before provision for income taxes			4,013				2,987				10,391				8,646
Provision for income taxes			1,309				415				3,202				2,227
Net income		$	2,704			$	2,572			$	7,189			$	6,419
Net income available to common stockholders		$	2,646			$	2,514			$	7,017			$	6,161
Earnings per common share, basic		$	0.32			$	0.35			$	0.85			$	0.87
Weighted average number of shares, basic			8,242,181				7,102,893				8,229,665				7,080,299
Earnings per common share, assuming dilution		$	0.32			$	0.35			$	0.85			$	0.87
Weighted average number of shares, assuming dilution			8,255,350				7,113,611				8,237,850				7,084,795
Dividends declared per common share		$	0.13			$	0.13			$	0.39			$	0.39

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

(Dollars in thousands)		Three months ended September 30								Nine months ended September 30
		2014				2013				2014				2013
Net income		$	2,704			$	2,572			$	7,189			$	6,419
Net change in unrealized (loss) gain on available-for-sale securities, net of tax effect			(428	)			226				591				(1,993	)
Net change in unrecognized pension plan costs, net of tax effect			—				—				—				—
Net change in derivatives, net of tax effect			—				—				—				101
Net change in unrealized gain on equity investment, net of tax effect			—				(34	)			—				(33	)
Comprehensive income		$	2,276			$	2,764			$	7,780			$	4,494

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

(dollars in thousands)		For the nine months ended September 30, 2014				For the nine months ended September 30, 2013
PREFERRED STOCK
Balance, beginning of year		$	—			$	—
Issuance of preferred stock			—				—
Redemption of preferred stock			—				—
Balance, end of period		$	—			$	—
COMMON STOCK
Balance, beginning of year		$	87			$	75
Issuance of common stock from dividend reinvestment plan			—				1
Balance, end of period		$	87			$	76
PAID-IN CAPITAL
Balance, beginning of year		$	100,961			$	83,977
Increase on issuance of common stock from the exercise of stock options			35				756
Issuance of common stock from dividend reinvestment plan			117				164
Restricted stock awards issued			243				—
Balance, end of period		$	101,356			$	84,897
RETAINED EARNINGS
Balance, beginning of year		$	58,347			$	53,933
Net income			7,189				6,419
Cash dividends declared, preferred stock			(173	)			(258	)
Cash dividends paid, common stock			(3,207	)			(2,758	)
Balance, end of period		$	62,156			$	57,336
UNEARNED RESTRICTED STOCK AWARDS
Balance, beginning of year		$	(490	)		$	(377	)
Shares awarded			(243	)			(189	)
Shares vested			135				—
Balance, end of period		$	(598	)		$	(566	)
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance, beginning of year		$	(2,897	)		$	(1,444	)
Net change in accumulated other comprehensive loss, net of tax effect			591				(1,925	)
Balance, end of period		$	(2,306	)		$	(3,369	)
TREASURY STOCK
Balance, beginning of year		$	(6,751	)		$	(6,670	)
Issuance of restricted stock awards			—				189
Stock options exercised from treasury stock			—				(265	)
Balance, end of period		$	(6,751	)		$	(6,746	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the nine months ended
(Dollars in thousands)		September 30, 2014				September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	7,189			$	6,419
Depreciation and amortization			1,712				1,212
Amortization (accretion) of fair value adjustments, net			246				(2	)
Amortization of securities, net			339				621
Net decrease (increase) in mortgage servicing rights			283				(430	)
Loans originated for sale			(28,870	)			(66,990	)
Proceeds from loans sold			27,556				80,213
Increase in cash surrender value of life insurance			(478	)			(465	)
Amortization of intangible assets			1,285				592
Provision for loan losses			736				694
Increase in accrued interest receivable and other assets			(1,580	)			(102	)
Net gain on sales of other real estate owned			(200	)			(24	)
Write-down of other real estate owned			6				—
Mark-to-market adjustment on Charter Holding Corp.			—				(1,369	)
Net gain on sales and calls of securities			(756	)			(781	)
Net (gain) loss on sales of premises and equipment			(12	)			14
Net gain on sales of loans			(411	)			(2,058	)
Income from equity interest in Charter Holding Corp.			—				(294	)
Change in deferred loan origination fees and cost, net			(420	)			(489	)
Increase in accrued expenses and other liabilities			3,067				2,553
Net cash provided by operating activities			9,692				19,314
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures			(2,314	)			(2,771	)
Proceeds from sales of premises and equipment			70				239
Disposal of fixed assets			21				43
Proceeds from sales and calls of securities available-for-sale			83,870				113,647
Proceeds from maturities of securities available-for-sale			50,009				45,000
Purchases of securities available-for-sale			(113,406	)			(104,349	)
Proceeds from maturities of interest-bearing time deposits with other banks			996				—
(Purchase) redemption of Federal Home Loan Bank stock			(1,002	)			213
Loan originations and principal collections, net			(63,689	)			(48,912	)
Cash paid to acquire Charter Holding Corp, net			—				(2,919	)
Purchases of loans			(7,688	)			—
Proceeds from sales of other real estate owned			1,858				256
Net cash (used in) provided by investing activities			(51,275	)			447
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits			23,054				(27,658	)
Net (decrease) increase in securities sold under agreements to repurchase			(11,035	)			11,292
Net increase (decrease) in advances from Federal Home Loan Bank			39,250				(18,000	)
Dividends paid on preferred stock			(173	)			(259	)
Dividends paid on common stock			(3,097	)			(2,668	)
Issuance of common stock from dividend reinvestment plan			7				75
Proceeds from exercise of stock options			35				480
Net cash provided by (used in) financing activities			48,041				(36,738	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			6,458				(16,977	)
CASH AND CASH EQUIVALENTS, beginning of period			33,578				39,412
CASH AND CASH EQUIVALENTS, end of period		$	40,036			$	22,435
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest on deposit accounts		$	3,329			$	3,152
Interest on advances and other borrowed money			1,593				1,909
Total interest paid		$	4,922			$	5,061
Income taxes paid		$	3,363			$	3,077
Loans transferred to other real estate owned		$	458			$	130
Change in due from broker, net		$	—			$	583

 

5

---

Table of Contents

				Charter Holding
Acquisition:
Cash and cash equivalents acquired				$	3,281
Available-for-sale securities					424
Premises and equipment acquired					1,413
Accrued interest receivable					3
Other assets acquired					1,296
Customer list intangible					3,000
					9,417
Other liabilities assumed					1,107
					1,107
Net assets acquired					8,310
Merger costs					12,400
Goodwill				$	4,090

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

6

---

Table of Contents

NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

Nature of Operations

New Hampshire Thrift Bancshares, Inc. (the “Company”), a Delaware company organized on July 5, 1989, is the parent company of Lake Sunapee Bank, fsb (the “Bank”), a federally chartered savings bank organized in 1868. The Bank has four wholly owned subsidiaries: Lake Sunapee Financial Services Corp.; Lake Sunapee Group, Inc., which owns and maintains all buildings and investment properties; McCrillis & Eldredge Insurance, Inc. (MEI), a full-line independent insurance agency, which offers a complete range of commercial insurance services and consumer products, and Charter Holding Corp. (“Charter Holding”), which through its subsidiaries, provides trust and wealth management services. The Company, through its direct and indirect subsidiaries, currently operates 27 locations in New Hampshire in Grafton, Hillsborough, Merrimack and Sullivan counties as well as 16 locations in Vermont in Orange, Rutland, and Windsor counties. The Bank is a member of the Federal Deposit Insurance Corporation (“FDIC”) and its deposits are insured by the FDIC. The Company is regulated by the Federal Reserve Board, and the Bank is regulated by the Office of the Comptroller of the Currency.

Note A—Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed balance sheet data at December 31, 2013 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the evaluation of goodwill and other intangible assets for impairment, other-than-temporary impairment of securities and the valuation of deferred tax assets.

Note B—Accounting Policies

The condensed consolidated financial statements include the accounts of the Company and its subsidiary, the Bank, and the Bank’s subsidiaries, M&E, Lake Sunapee Group, Inc., Lake Sunapee Financial Services Corp., and Charter Holding and its subsidiaries, Charter Trust Company and Charter New England Agency. All significant intercompany accounts and transactions have been eliminated in consolidation.

NHTB Capital Trust II and NHTB Capital Trust III, affiliates of the Company, were formed to sell capital securities to the public through a third-party trust pool. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810-10, “Consolidation-Overall,” these affiliates have not been included in the condensed consolidated financial statements.

Note C—Impact of New Accounting Standards

In January 2014, FASB issued Accounting Standards Update (“ASU”) 2014-01, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects.” This ASU applies to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow-through entities for tax purposes as follows:

1. For reporting entities that meet the conditions for and that elect to use the proportional amortization method to account for investments in qualified affordable housing projects, all amendments in this ASU apply.

2. For reporting entities that do not meet the conditions for or that do not elect the proportional amortization method, only the amendments in this ASU that are related to disclosures apply.

This ASU permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For

 

7

---

Table of Contents

those investments in qualified affordable housing projects not accounted for using the proportional amortization method, the investment should be accounted for as an equity method investment or a cost method investment in accordance with Subtopic 970-323. This ASU should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. This ASU is effective for public business entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In January 2014, FASB issued ASU 2014-04, “Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The objective of this ASU is to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. This ASU clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, this ASU requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. This ASU is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2014, FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This ASU changes the criteria for reporting discontinued operations and modifies related disclosure requirements. The new guidance is effective on a prospective basis for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The objective of this ASU was to clarify principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The guidance in this ASU affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The core principal of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For public entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In June 2014, FASB issued ASU 2014-11, “Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” This ASU requires a change to the accounting for repurchase-to-maturity transactions to secured borrowing accounting and for repurchase financing arrangements, the amendments require separate accounting for the transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting for the repurchase agreement. The amendments in this update also require additional disclosures for repurchase agreements in regards to collateral pledged, contractual terms and risks associated with the agreements. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” The amendments in this ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. This ASU is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Earlier adoption is permitted. ASU 2014-12 may be adopted either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements, and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. The Company is currently reviewing this ASU to determine if it will have an impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-13, “Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity.” This ASU applies to entities that meet the following criteria:

 

8

---

Table of Contents

1.

they are required to consolidate a collateralized entity under the Variable Interest Entities guidance;

 

2.

they measure all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other FASB rules; and

 

3.

those changes in fair value are reflected in earnings.

Under ASU 2014-13, entities that meet these criteria are provided an alternative under which they can choose to eliminate the difference between the fair value of financial assets and financial liabilities of a consolidated collateralized financing entity. If that alternative is not elected, then ASU 2014-13 indicates that the fair value of the financial assets and the fair value of the financial liabilities of the consolidated collateralized financing entity should be measured in accordance with ASC 820, “Fair Value Measurement,” and differences between the fair value of the financial assets and the financial liabilities of that consolidated collateralized financing entity should be reflected in earnings and attributed to the reporting entity in the consolidated statement of income or loss. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-14, “Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government—Guaranteed Mortgage Loans upon Foreclosure.” The amendments in this ASU require that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met:

 

1.

the loan has a government guarantee that is not separable from the loan before foreclosure;

 

2.

at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; and

 

3.

at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed.

Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The Company anticipates that the adoption of this ASU will not have a material impact on its consolidated financial statements.

Note D – Fair Value Measurements

In accordance with ASC 820-10, “Fair Value Measurement—Overall,” the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1—Valuations for assets and liabilities traded in active exchange markets, such as The NASDAQ Stock Market. Level 1 also includes U.S. Treasury, other U.S. government and agency mortgage-backed securities that are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2—Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

Level 3—Valuations for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models and similar techniques, are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets and liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

The Company’s cash instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

The Company’s investment in mortgage-backed securities, asset-backed securities, preferred stock with maturities and other debt securities available-for-sale are generally classified within Level 2 of the fair value hierarchy. For these securities, the Company obtains fair value measurements from independent pricing services. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

The Company’s derivative financial instruments are generally classified within Level 2 of the fair value hierarchy. For these financial instruments, the Company obtains fair value measurements from independent pricing services. The fair value measurements utilize a discounted cash flow model that incorporates and considers observable data that may include publicly available third party market quotes in developing the curve utilized for discounting future cash flows.

 

9

---

Table of Contents

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate is used. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Securities Available-for-Sale. The fair value of the Company’s available-for-sale securities portfolio is estimated using Level 1 and Level 2 inputs. The Company obtains fair value measurements from an independent pricing service. For Levels 1 and 2, the fair value measurements consider (i) quoted prices in active markets for identical assets and (ii) observable data that may include dealer quotes, market spreads, cash flows, market consensus prepayment speeds, credit information, and a bond’s terms and conditions, among other factors, respectively.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Impaired Loans. Certain impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from collateral. Collateral values are estimated using Level 2 inputs based on appraisals of similar properties obtained from a third party valuation service. Fair values are estimated using Level 3 inputs based on appraisals of similar properties obtained from a third party valuation service discounted by management based on historical losses for similar collateral.

Other Real Estate Owned. Other real estate owned (“OREO”) is reported at fair value less costs to sell. Values are estimated using Level 2 inputs based on appraisals of similar properties obtained from a third party valuation service. For Level 3 inputs, fair values are based on management estimates.

 

10

---

Table of Contents

The following summarizes assets measured at fair value at September 30, 2014 and December 31, 2013.

Assets Measured at Fair Value on a Recurring Basis

 

		Fair Value Measurements at Reporting Date Using:
(Dollars in thousands)		September 30, 2014				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3
U.S. Treasury notes		$	30,054			$	—			$	30,054			$	—
U.S. government-sponsored enterprise bonds			7,251				—				7,251				—
Mortgage-backed securities			58,684				—				58,684				—
Municipal bonds			9,740				—				9,740				—
Other bonds and debentures			128				—				128				—
Equity securities			299				299				—				—
Totals		$	106,156			$	299			$	105,857			$	—
(Dollars in thousands)		December 31, 2013				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3
U.S. Treasury notes		$	50,016			$	—			$	50,016			$	—
U.S. government-sponsored enterprise bonds			7,160				—				7,160				—
Mortgage-backed securities			46,647				—				46,647				—
Municipal bonds			20,106				—				20,106				—
Other bonds and debentures			275				—				275				—
Equity securities			1,034				1,034				—				—
Totals		$	125,238			$	1,034			$	124,204			$	—

Assets Measured at Fair Value on a Nonrecurring Basis

 

		Fair Value Measurements at Reporting Date Using:
(Dollars in thousands)		September 30, 2014				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3
Impaired loans		$	1,767			$	—			$	—			$	1,767
Other real estate owned			137				—				—				137
		$	1,904			$	—			$	—			$	1,904

 

(Dollars in thousands)		December 31, 2013				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3
Impaired loans		$	2,321			$	—			$	—			$	2,321
Other real estate owned			1,343				—				—				1,343
		$	3,664			$	—			$	—			$	3,664

There were no loans measured for impairment using the fair value of the underlying collateral for which an allowance was recorded at September 30, 2014. Collateral dependent loans are valued using third party appraisals primarily using the sales comparison approach. The appraisals may be discounted between 25-40% to reflect realizable value based on historical losses which represents an unobservable input. Impaired loans measured for impairment with an allowance recorded, using the present value of expected future cash flows, had a recorded investment of $1.8 million with a valuation allowance of $70 thousand at September 30, 2014. Loans valued using the present value of expected future cash flows are calculated using expected future cash flows with a discount rate equal to the effective yield of the loan. At December 31, 2013, impaired loans with a recorded allowance had a recorded investment of $2.5 million with a valuation allowance of $197 thousand.

 

11

---

Table of Contents

The estimated fair values of the Company’s financial instruments at September 30, 2014 and December 31, 2013, all of which are held or issued for purposes other than trading, were as follows:

 

						Fair Value Measurements at Reporting Date Using:
(Dollars in thousands) September 30, 2014		Carrying Amount				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3				Total Fair Value
Financial assets:
Cash and cash equivalents		$	40,036			$	40,036			$	—			$	—			$	40,036
Interest-bearing time deposits with other banks			747				—				—				747				747
Securities available-for-sale			106,156				299				105,857				—				106,156
Federal Home Loan Bank stock			10,762				10,762				—				—				10,762
Loans held-for-sale			2,405				—				2,422				—				2,422
Loans, net			1,204,230				—				—				1,199,069				1,199,069
Investment in unconsolidated subsidiaries			620				—				—				386				386
Accrued interest receivable			3,167				3,167				—				—				3,167
Financial liabilities:
Deposits			1,111,111				—				—				1,112,877				1,112,877
Federal Home Loan Bank advances			160,990				—				—				161,831				161,831
Securities sold under agreements to repurchase			16,850				16,850				—				—				16,850
Subordinated debentures			20,620				—				—				12,840				12,840
						Fair Value Measurements at Reporting Date Using:
(Dollars in thousands) December 31, 2013		Carrying Amount				Quoted Prices in Active Markets for Identical Assets Level 1				Significant Other Observable Inputs Level 2				Significant Unobservable Inputs Level 3				Total Fair Value
Financial assets:
Cash and cash equivalents		$	33,578			$	33,578			$	—			$	—			$	33,578
Interest-bearing time deposits with other banks			1,743				—				—				1,743				1,743
Securities available-for-sale			125,238				1,034				124,204				—				125,238
Federal Home Loan Bank stock			9,760				9,760				—				—				9,760
Loans held-for-sale			680				—				683				—				683
Loans, net			1,134,110				—				—				1,136,761				1,136,761
Investment in unconsolidated subsidiaries			620				—				—				587				587
Accrued interest receivable			2,628				2,628				—				—				2,628
Financial liabilities:
Deposits			1,088,092				—				—				1,091,419				1,091,419
Federal Home Loan Bank advances			121,734				—				—				123,166				123,166
Securities sold under agreements to repurchase			27,885				27,885				—				—				27,885
Subordinated debentures			20,620				—				—				19,519				19,519

The carrying amounts of financial instruments shown in the above tables are included in the condensed consolidated balance sheets under the indicated captions, except for investment in unconsolidated subsidiaries which is included in other assets.

The Company did not have any significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy during the nine months ended September 30, 2014 or during the 12 month period ended December 31, 2013.

 

12

---

Table of Contents

Note E – Securities

Debt and equity securities have been classified in the consolidated balance sheets according to management’s intent.

The amortized cost of securities available-for-sale and their approximate fair values at September 30, 2014 and December 31, 2013 are summarized as follows:

 

September 30, 2014
(Dollars in thousands)		Amortized Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Bonds and notes
U.S. Treasury notes		$	30,545			$	—			$	491			$	30,054
U.S. government-sponsored enterprise bonds			7,369				3				121				7,251
Mortgage-backed securities			59,127				64				507				58,684
Municipal bonds			9,750				84				94				9,740
Other bonds and debentures			115				13				—				128
Equity securities			258				41				—				299
Total available-for-sale		$	107,164			$	205			$	1,213			$	106,156

 

December 31, 2013
(Dollars in thousands)		Amortized Cost Basis				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Bonds and notes
U.S. Treasury notes		$	50,683			$	—			$	667			$	50,016
U.S. government-sponsored enterprise bonds			7,388				4				232				7,160
Mortgage-backed securities			47,612				27				992				46,647
Municipal bonds			20,532				63				489				20,106
Other bonds and debentures			263				12				—				275
Equity securities			742				292				—				1,034
Total available-for-sale		$	127,220			$	398			$	2,380			$	125,238

Maturities of debt securities, excluding mortgage-backed securities, classified as available-for-sale are as follows as of September 30, 2014:

 

(Dollars in thousands)		Fair Value
U.S. Treasury notes		$	76
Total due in less than one year		$	76
U.S. Treasury notes		$	29,978
U.S. government-sponsored enterprise bonds			6,883
Total due after one year through five years		$	36,861
Municipal bonds		$	3,281
Total due after five years through ten years		$	3,281
Municipal bonds		$	6,459
U.S. government-sponsored enterprise bonds			368
Other bonds and debentures			128
Total due after ten years		$	6,955

For the nine months ended September 30, 2014, the proceeds from sales of securities available-for-sale were $83.9 million. Gross gains of $756 thousand were realized during the same period on the sales. For the nine months ended September 30, 2013, the proceeds from sales of securities available-for-sale were $91.4 million. Gross gains of $930 thousand were realized during the same period on the sales offset in part by gross losses of $149 thousand on sales. Securities, carried at $105.6 million and $120.1 million, were pledged to secure public deposits, Federal Home Loan Bank (“FHLB”) advances, and securities sold under agreements to repurchase as of September 30, 2014 and December 31, 2013, respectively.

 

13

---

Table of Contents

Note F – Other-Than-Temporary Impairment Losses

The aggregate fair value and unrealized losses of securities that have been in a continuous unrealized-loss position for less than 12 months and for 12 months or more, and are not other than temporarily impaired, are as follows as of September 30, 2014:

 

		Less Than 12 Months								12 Months or Longer								Total
(Dollars in thousands)		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Bonds and notes
U.S. Treasury notes		$	—			$	—			$	30,054			$	491			$	30,054			$	491
U.S. government-sponsored enterprise bonds			174				6				6,883				115				7,057				121
Mortgage-backed securities			30,672				92				20,685				415				51,357				507
Municipal bonds			—				—				3,869				94				3,869				94
Total temporarily impaired securities		$	30,846			$	98			$	61,491			$	1,115			$	92,337			$	1,213

The investments in the Company’s investment portfolio that are temporarily impaired as of September 30, 2014 consist of U.S. Treasury notes, U.S. government-sponsored enterprise bonds, mortgage-backed securities issued by U.S. government-sponsored enterprises, and municipal bonds. The unrealized losses are primarily attributable to changes in market interest rates and market inefficiencies. Management has determined that the Company has the intent and the ability to hold these debt securities until maturity and therefore, no declines are deemed to be other than temporary.

Note G – Loan Portfolio

Loans receivable consisted of the following as of the dates indicated:

 

		September 30, 2014
(Dollars in thousands)		Originated				Acquired				Total
Real estate loans:
Conventional		$	587,211			$	58,100			$	645,311
Home equity			63,023				6,161				69,184
Construction			32,299				2,160				34,459
Commercial			234,863				77,995				312,858
			917,396				144,416				1,061,812
Consumer loans			7,682				1,913				9,595
Commercial and municipal loans			124,562				13,778				138,340
Total loans			1,049,640				160,107				1,209,747
Allowance for loan losses			(9,547	)			—				(9,547	)
Deferred loan origination costs, net			4,030				—				4,030
Loans receivable, net		$	1,044,123			$	160,107			$	1,204,230

 

		December 31, 2013
(Dollars in thousands)		Originated				Acquired				Total
Real estate loans:
Conventional		$	536,588			$	65,682			$	602,270
Home equity			63,736				6,828				70,564
Construction			26,062				3,660				29,722
Commercial			198,741				89,072				287,813
			825,127				165,242				990,369
Consumer loans			6,829				2,988				9,817
Commercial and municipal loans			121,256				18,815				140,071
Total loans			953,212				187,045				1,140,257
Allowance for loan losses			(9,757	)			—				(9,757	)
Deferred loan origination costs, net			3,610				—				3,610
Loans receivable, net		$	947,065			$	187,045			$	1,134,110

 

14

---

Table of Contents

The following tables set forth information regarding the allowance for loan losses by portfolio segment as of and for the periods ending on the dates indicated:

 

		September 30, 2014
		Real Estate
(Dollars in thousands)		Conventional				Commercial				Construction				Commercial and Municipal				Consumer				Unallocated				Total
Allowance for loan losses:
Originated:
Beginning balance, December 31, 2013		$	5,385			$	2,143			$	353			$	1,561			$	75			$	240			$	9,757
Charge-offs			(514	)			(431	)			—				(256	)			(164	)			—				(1,365	)
Recoveries			288				1				—				52				78				—				419
(Benefit) provision			(469	)			664				529				(317	)			75				254				736
Ending balance, September 30, 2014		$	4,690			$	2,377			$	882			$	1,040			$	64			$	494			$	9,547
Acquired:
Beginning balance, December 31, 2013		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Charge-offs			—				—				—				—				—				—				—
Recoveries			—				—				—				—				—				—				—
Provision (benefit)			—				—				—				—				—				—				—
Ending balance, September 30, 2014		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Originated:
Individually evaluated for impairment		$	22			$	44			$	—			$	4			$	—			$	—			$	70
Collectively evaluated for impairment			4,668				2,333				882				1,036				64				494				9,477
Acquired loans (Discounts related to Credit Quality)			—				—				—				—				—				—				—
Total allowance for loan losses ending balance, September 30, 2014		$	4,690			$	2,377			$	882			$	1,040			$	64			$	494			$	9,547
Loans:
Originated:
Individually evaluated for impairment		$	6,543			$	8,301			$	1,208			$	1,165			$	—			$	—			$	17,217
Collectively evaluated for impairment			643,691				226,562				31,091				123,397				7,682				—				1,032,423
Acquired loans (Discounts related to Credit Quality)			64,261				77,995				2,160				13,778				1,913				—				160,107
Total loans ending balance, September 30, 2014		$	714,495			$	312,858			$	34,459			$	138,340			$	9,595			$	—			$	1,209,747

 

15

---

Table of Contents

		September 30, 2013
		Real Estate
(Dollars in thousands)		Conventional				Commercial				Construction				Commercial and Municipal				Consumer				Unallocated				Total
Allowance for loan losses:
Originated:
Beginning balance, December 31, 2012		$	4,897			$	3,616			$	208			$	918			$	58			$	226			$	9,923
Charge-offs			(588	)			(475	)			—				(245	)			(176	)			—				(1,484	)
Recoveries			207				284				—				14				110				—				615
Provision (benefit)			744				(470	)			21				439				72				(112	)			694
Ending balance, September 30, 2013		$	5,260			$	2,955			$	229			$	1,126			$	64			$	114			$	9,748
Acquired:
Beginning balance, December 31, 2012		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Charge-offs			—				(102	)			—				—				—				—				(102	)
Recoveries			—				—				—				—				—				—				—
Provision (benefit)			—				—				—				—				—				—				—
Ending balance, September 30, 2013		$	—			$	(102	)		$	—			$	—			$	—			$	—			$	(102	)
Originated:
Individually evaluated for impairment		$	72			$	297			$	—			$	12			$	—			$	—			$	381
Collectively evaluated for impairment			5,188				2,556				229				1,114				64				114				9,265
Acquired loans (Discounts related to Credit Quality)			—				—				—				—				—				—				—
Total allowance for loan losses ending balance, September 30, 2013		$	5,260			$	2,853			$	229			$	1,126			$	64			$	114			$	9,646
Loans:
Originated:
Individually evaluated for impairment		$	5,241			$	10,740			$	1,512			$	1,052			$	—			$	—			$	18,545
Collectively evaluated for impairment			561,654				178,659				18,270				104,775				6,097				—				869,455
Acquired loans (Discounts related to Credit Quality)			14,016				42,901				604				11,305				544				—				69,370
Total loans ending balance, September 30, 2013		$	580,911			$	232,300			$	20,386			$	117,132			$	6,641			$	—			$	957,370

The following tables set forth information regarding nonaccrual loans and past-due loans as of the dates indicated:

 

		September 30, 2014
(Dollars in thousands)		30-59 Days				60-89 Days				90 Days or More				Total Past Due				Nonaccrual Loans
Originated:
Real estate:
Conventional		$	115			$	876			$	1,225			$	2,216			$	2,377
Home equity			25				—				178				203				167
Commercial			522				31				551				1,104				554
Construction			28				—				—				28				—
Commercial and municipal			88				234				180				502				181
Consumer			19				2				4				25				—
Total		$	797			$	1,143			$	2,138			$	4,078			$	3,279
Acquired:
Real estate:
Conventional		$	792			$	446			$	602			$	1,840			$	1,213
Home equity			—				—				—				—				20
Commercial			510				457				1,250				2,217				2,312
Construction			—				15				—				15				—
Commercial and municipal			52				164				15				231				132
Consumer			39				—				—				39				—
Total		$	1,393			$	1,082			$	1,867			$	4,342			$	3,677

 

 

16

---

Table of Contents

		December 31, 2013
(Dollars in thousands)		30-59 Days				60-89 Days				90 Days or More				Total Past Due				Nonaccrual Loans
Real estate:
Conventional		$	2,654			$	498			$	2,812			$	5,964			$	3,821
Commercial			1,859				267				903				3,029				4,512
Home equity			53				57				52				162				104
Construction			95				—				—				95				230
Commercial and municipal			133				10				159				302				621
Consumer			29				60				15				104				15
Total		$	4,823			$	892			$	3,941			$	9,656			$	9,303

Troubled Debt Restructurings

The following tables present the recorded investment in troubled debt restructured (“TDR”) loans as of September 30, 2014 and December 31, 2013 based on payment performance status:

 

		September 30, 2014
		Real Estate
(Dollars in thousands)		Conventional				Commercial				Construction				Commercial				Total
Performing		$	3,280			$	4,799			$	1,208			$	852			$	10,139
Non-performing			772				532				—				—				1,304
Total		$	4,052			$	5,331			$	1,208			$	852			$	11,443

 

		December 31, 2013
		Real Estate
(Dollars in thousands)		Conventional				Commercial				Construction				Commercial				Total
Performing		$	2,915			$	6,514			$	1,263			$	962			$	11,654
Non-performing			715				85				—				—				800
Total		$	3,630			$	6,599			$	1,263			$	962			$	12,454

TDR loans are considered impaired and are included in the impaired loan disclosures in this footnote.

During the nine month period ending September 30, 2014, certain loan modifications were executed that constituted troubled debt restructurings. Substantially all of these modifications included one or a combination of the following: (1) an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; (2) temporary reduction in the interest rate; or (3) change in scheduled payment amount.

The following table presents pre-modification balance information on how loans were modified as TDRs during the nine months ended September 30, 2014:

 

(Dollars in thousands)		Extended Maturity				Interest Only Payments				Combination of Interest Only Payments, Rate Reduction and Extended Maturity				Combination of Rate Reduction, Re-amortized and Extended Maturity				Interest Only Payments and Extended Maturity				Re-amortized Payment				Total
Real estate:
Conventional		$	—			$	—			$	351			$	44			$	548			$	—			$	943
Commercial			211				467				210				—				—				103				991
Commercial and municipal			—				35				—				—				—				—				35
Total TDRs		$	211			$	502			$	561			$	44			$	548			$	103			$	1,969

 

17

---

Table of Contents

The following table presents pre-modification balance information on how loans were modified as TDRs during the 12 months ended December 31, 2013:

 

(Dollars in thousands)		Extended Maturity				Combination of Interest Only Payments, Rate Reduction and Extended Maturity				Interest Only Payments and Maturity				Combination of Rate Reduction, Re-amortized and Extended Maturity				Other (a)				Total
Real estate:
Conventional		$	—			$	996			$	1,273			$	219			$	192			$	2,680
Commercial			764				1,143				1,111				—				—				3,018
Construction			700				—				—				—				—				700
Commercial and municipal			—				—				524				—				36				560
Total TDRs		$	1,464			$	2,139			$	2,908			$	219			$	228			$	6,958

 

(a)	Other includes covenant modifications, forbearance and/or other modifications.

The following table summarizes troubled debt restructurings that occurred during the period indicated:

 

		For the nine months ended September 30, 2014
(Dollars in thousands)		Number of Loans				Pre- Modification Outstanding Recorded Investment				Post- Modification Outstanding Recorded Investment
Real estate:
Conventional			12			$	943			$	943
Commercial			4				991				991
Commercial and municipal			1				35				35
Total			17			$	1,969			$	1,969

At September 30, 2014, there were specific loan loss reserves of $40 thousand related to troubled debt restructurings that occurred during the nine month period ended September 30, 2014. There were no troubled debt restructurings for which there was a payment default during the nine month period ending September 30, 2014, which occurred within 12 months following the date of the restructuring. Loans are considered to be in payment default once they are greater than 30 days contractually past due under the modified terms.

 

18

---

Table of Contents

Information about loans that meet the definition of an impaired loan in ASC 310-10-35, “Receivables-Overall-Subsequent Measurement,” is as follows as of and for the nine months ended September 30, 2014:

 

(Dollars in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance For Credit Losses				Average Recorded Investment				Interest Income Recognized
With no related allowance recorded:
Real estate:
Conventional		$	5,837			$	6,813			$	—			$	5,341			$	281
Home equity			247				401				—				181				6
Commercial			7,306				8,545				—				8,294				407
Construction			1,208				1,269				—				1,289				40
Commercial and municipal			782				1,163				—				862				49
Total impaired with no related allowance		$	15,380			$	18,191			$	—			$	15,967			$	783
With an allowance recorded:
Real estate:
Conventional		$	459			$	547			$	22			$	758			$	18
Commercial			995				1,032				44				1,620				37
Commercial and municipal			383				396				4				480				13
Total impaired with an allowance recorded		$	1,837			$	1,975			$	70			$	2,858			$	68
Total:
Real estate:
Conventional		$	6,296			$	7,360			$	22			$	6,099			$	299
Home equity			247				401				—				181				6
Commercial			8,301				9,577				44				9,914				444
Construction			1,208				1,269				—				1,289				40
Commercial and municipal			1,165				1,559				4				1,342				62
Total impaired loans		$	17,217			$	20,166			$	70			$	18,825			$	851

 

 

19

---

Table of Contents

Information about loans that meet the definition of an impaired loan in ASC 310-10-35 is as follows as of and for the year ended December 31, 2013:

 

(Dollars in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance for Credit Losses				Average Recorded Investment				Interest income Recognized
With no related allowance recorded:
Real estate:
Conventional		$	6,084			$	7,029			$	—			$	5,387			$	261
Home equity			153				312				—				104				9
Commercial			9,807				10,432				—				10,832				534
Construction			1,494				1,515				—				1,749				69
Commercial and municipal			1,099				1,141				—				728				65
Total impaired with no related allowance		$	18,637			$	20,429			$	—			$	18,800			$	938
With an allowance recorded:
Real estate:
Conventional		$	479			$	512			$	71			$	618			$	23
Commercial			1,556				1,556				116				1,622				105
Commercial and municipal			483				483				10				527				24
Total impaired with an allowance recorded		$	2,518			$	2,551			$	197			$	2,767			$	152
Total
Real estate:
Conventional		$	6,563			$	7,541			$	71			$	6,005			$	284
Home equity			153				312				—				104				9
Commercial			11,363				11,988				116				12,454				639
Construction			1,494				1,515				—				1,749				69
Commercial and municipal			1,582				1,624				10				1,255				89
Total impaired loans		$	21,155			$	22,980			$	197			$	21,567			$	1,090

The following tables present a summary of credit impaired loans acquired through the merger with The Nashua Bank as of:

 

		September 30, 2014				December 31, 2013
(Dollars in thousands)		Commercial Real Estate and Commercial and Municipal				Commercial Real Estate and Commercial and Municipal
Contractually required payments receivable		$	1,000			$	1,012
Nonaccretable difference			—				—
Cash flows expected to be collected			1,000				1,012
Accretable yield			—				—
Fair value of purchased credit impaired loans acquired		$	1,000			$	1,012

 

20

---

Table of Contents

The following tables present a summary of credit impaired loans acquired through the merger with Central Financial Corporation:

 

		September 30, 2014
(Dollars in thousands)		Commercial Real Estate and Commercial and Municipal				Conventional Real Estate
Contractually required payments receivable		$	1,008			$	809
Nonaccretable difference			—				—
Cash flows expected to be collected			1,008				809
Accretable yield			—				—
Fair value of purchased credit impaired loans acquired		$	1,008			$	809

 

		December 31, 2013
(Dollars in thousands)		Commercial Real Estate and Commercial and Municipal				Conventional Real Estate
Contractually required payments receivable		$	1,604			$	984
Nonaccretable difference			—				—
Cash flows expected to be collected			1,604				984
Accretable yield			—				—
Fair value of purchased credit impaired loans acquired		$	1,604			$	984

The following tables present the Company’s loans by risk ratings as of the dates indicated:

 

		September 30, 2014
		Real Estate
(Dollars in thousands)		Conventional				Commercial				Construction				Commercial and Municipal				Consumer				Total
Originated:
Grade:
Pass		$	—			$	201,401			$	17,780			$	97,640			$	—			$	316,821
Special mention			—				3,078				39				873				—				3,990
Substandard			5,353				11,413				2,462				818				—				20,046
Loans not formally rated			644,881				18,971				12,018				25,231				7,682				708,783
Total		$	650,234			$	234,863			$	32,299			$	124,562			$	7,682			$	1,049,640
Acquired:
Grade:
Pass		$	—			$	65,011			$	1,169			$	10,872			$	—			$	77,052
Special mention			—				4,851				—				423				—				5,274
Substandard			1,455				6,234				404				1,913				—				10,006
Loans not formally rated			62,806				1,899				587				570				1,913				67,775
Total		$	64,261			$	77,995			$	2,160			$	13,778			$	1,913			$	160,107

 

 

21

---

Table of Contents

		December 31, 2013
		Real Estate												Commercial
(Dollars in thousands)		Conventional				Commercial				Construction				and Municipal				Consumer				Total
Originated:
Grade:
Pass		$	—			$	164,554			$	13,337			$	98,469			$	—			$	276,360
Special mention			—				3,885				812				674				—				5,371
Substandard			5,708				12,373				1,880				1,193				—				21,154
Loans not formally rated			594,616				17,929				10,033				20,920				6,829				650,327
Total		$	600,324			$	198,741			$	26,062			$	121,256			$	6,829			$	953,212
Acquired:
Grade:
Pass		$	—			$	80,730			$	2,148			$	16,577			$	—			$	99,455
Special mention			—				1,341				—				—				—				1,341
Substandard			1,521				5,518				228				1,876				—				9,143
Loans not formally rated			70,989				1,483				1,284				362				2,988				77,106
Total		$	72,510			$	89,072			$	3,660			$	18,815			$	2,988			$	187,045

Credit Quality Information

The Company utilizes an eight grade internal loan rating system for commercial real estate, construction and commercial loans as follows:

 

•

Loans rated 10-35: Loans in these categories are considered “pass” rated loans with low to average risk.

 

•

Loans rated 40: Loans in this category are considered “special mention.” These loans are starting to show signs of potential weakness and are being closely monitored by management.

 

•

Loans rated 50: Loans in this category are considered “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.

 

•

Loans rated 60: Loans in this category are considered “doubtful.” Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

 

•

Loans rated 70: Loans in this category are considered uncollectible or a loss, and of such little value that their continuance as loans is not warranted.

On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate, construction and commercial loans over $250 thousand. The assessments of those loans less than $250 thousand are based on the borrower’s ability to pay and not on overall risk. Additionally, the Company monitors the repayment activity for loans less than $250 thousand and if a loan becomes over 60 days past due, it is reviewed for risk and is subsequently risk rated based on available information such as ability to repay based on current cash flow conditions and workout discussions with the borrower.

Loan Servicing

The Company recognizes as separate assets from their related loans the rights to service mortgage loans for others, either through acquisition of those rights or from the sale or securitization of loans with the servicing rights retained on those loans, based on their relative fair values. To determine the fair value of the servicing rights created, the Company uses the market prices under comparable servicing sale contracts, when available, or alternatively uses a valuation model that calculates the present value of future cash flows to determine the fair value of the servicing rights. In using this valuation method, the Company incorporates assumptions that market participants would use in estimating future net servicing income, which includes estimates of the cost of servicing loans, the discount rate, ancillary income, prepayment speeds and default rates.

Mortgage servicing rights are amortized in proportion to, and over the period of, estimated net servicing revenues. Refinance activities are considered in estimating the period of net servicing revenues. Impairment of mortgage servicing rights is assessed based on the fair value of those rights. Fair values are estimated using discounted cash flows based on a current market interest rate. For purposes of measuring impairment, the rights are stratified based on the interest rate risk characteristics of the underlying loans. The amount of impairment recognized is the amount by which the capitalized mortgage servicing rights for a stratum exceed their fair value.

 

22

---

Table of Contents

The balance of capitalized servicing rights, net of valuation allowances, included in other assets at September 30, 2014, was $2.4 million. The fair value of capitalized servicing rights was $4.3 million as of September 30, 2014. Servicing rights of $295 thousand were capitalized during the nine months ended September 30, 2014, compared to $1.3 million for the same period in 2013. Amortization of capitalized servicing rights was $628 thousand for the nine months ended September 30, 2014, compared to $720 thousand for the same period in 2013. Servicing rights of $163 thousand were capitalized during the three months ended September 30, 2014, compared to $290 thousand for the same period in 2013. Amortization of capitalized servicing rights was $238 thousand for the three months ended September 30, 2014, compared to $235 thousand for the same period in 2013.

Following is an analysis of the aggregate changes in the valuation allowance for capitalized servicing rights during the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
(Dollars in thousands)		2014				2013				2014				2013
Balance, beginning of period		$	19			$	31			$	65			$	69
(Decrease) increase			(4	)			140				(50	)			102
Balance, end of period		$	15			$	171			$	15			$	171

Note H – Stock-based Compensation

The Company’s 2014 Stock Incentive Plan, which was approved by the stockholders on May 8, 2014, had 410,000 shares remaining available for issuance at September 30, 2014. The Company accounts for the plan under ASC 718-10, “Compensation-Stock Compensation-Overall.” The Company’s 2004 Stock Incentive Plan automatically terminated on May 12, 2014. During the nine months ended September 30, 2014 and 2013, stock-based compensation expense of $122 thousand and $75 thousand, respectively, was recognized under the Company’s equity plan. During the three months ended September 30, 2014 and 2013, stock-based compensation expense of $39 thousand and $33 thousand, respectively, was recognized under the Company’s equity plan.

The Company granted a total of 16,500 shares of restricted stock awards to directors of the Company effective June 1, 2014. The restricted stock was granted under the Company’s 2004 Stock Incentive Plan and awarded the directors shares of restricted common stock of the Company. Of the shares granted, 15,000 vest ratably over a five year period beginning on June 1, 2015. The remaining 1,500 shares vested immediately on June 1, 2014.

Note I—Pension Benefits

The following summarizes the net periodic pension cost for the periods indicated:

 

		Three months ended September 30,								Nine months ended September 30,
(Dollars in thousands)		2014				2013				2014				2013
Interest cost		$	85			$	83			$	255			$	249
Expected return on plan assets			(134	)			(145	)			(402	)			(435	)
Amortization of unrecognized net loss			65				76				195				228
Net periodic pension cost		$	16			$	14			$	48			$	42

 

23

---

Table of Contents

Note J – Earnings Per Share (“EPS”)

Basic and diluted earnings per common share calculations are as follows:

 

(Dollars in thousands, except for per share data)		For the three months ended September 30,								For the nine months ended September 30,
		2014				2013				2014				2013
Basic EPS:
Net income as reported		$	2,704			$	2,572			$	7,189			$	6,419
Cumulative preferred stock dividend earned			(58	)			(58	)			(172	)			(258	)
Net income available to common stockholders		$	2,646			$	2,514			$	7,017			$	6,161
Weighted average common shares outstanding			8,242,181				7,102,893				8,229,665				7,080,299
Earnings per common share – basic		$	0.32			$	0.35			$	0.85			$	0.87
Dilutive EPS:
Net income available to common stockholders		$	2,646			$	2,514			$	7,017			$	6,161
Weighted average common shares outstanding			8,242,181				7,102,893				8,229,665				7,080,299
Effect of dilutive securities, options			13,169				10,718				8,185				4,496
Weighted average common shares outstanding – diluted			8,255,350				7,113,611				8,237,850				7,084,795
Earnings per common share – diluted		$	0.32			$	0.35			$	0.85			$	0.87

Note K – Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following:

 

(Dollars in thousands)		As of
		September 30, 2014				December 31, 2013
Net unrealized holding loss on available-for-sale securities, net of taxes		$	(607	)		$	(1,198	)
Unrecognized net actuarial loss, defined benefit pension plan, net of tax			(1,699	)			(1,699	)
Accumulated other comprehensive loss		$	(2,306	)		$	(2,897	)

 

24

---

Table of Contents

Reclassification disclosures for the periods ended September 30, 2014 and 2013 follow:

 

(Dollars in thousands)		For the three months ended September 30,								For the nine months ended September 30,
		2014				2013				2014				2013
Net unrealized holding (losses) gains on available-for-sale securities		$	(395	)		$	371			$	1,730			$	(2,535	)
Reclassification adjustment for realized gains in net income (1)			(313	)			—				(756	)			(781	)
Other comprehensive (loss) income before income tax effect			(708	)			371				974				(3,316	)
Income tax benefit (expense)			280				(145	)			(383	)			1,323
			(428	)			226				591				(1,993	)
Other comprehensive loss – pension plan			—				—				—				—
Income tax benefit			—				—				—				—
			—				—				—				—
Change in fair value of derivatives used for cash flow hedges			—				—				—				165
Income tax expense			—				—				—				(64	)
			—				—				—				101
Other comprehensive loss—equity investment			—				(34	)			—				(33	)
Income tax expense			—				—				—				—
			—				(34	)			—				(33	)
Other comprehensive (loss) income, net of tax effect		$	(428	)		$	192			$	591			$	(1,925	)

 

(1)

Reclassification adjustments are comprised of realized securities gains and losses. The gains and losses have been reclassified out of accumulated other comprehensive loss and have affected certain lines in the condensed consolidated statements of income as follows: the pre-tax amounts are included in gain on sales and calls of securities, net, the tax expense amounts are included in provision for income taxes and the after tax amounts are included in net income.

Note L – Subsequent Event

On October 29, 2014, the Company entered into a Subordinated Note Purchase Agreement (the “Agreement”) with certain accredited investors under which the Company issued an aggregate of $17.0 million of subordinated notes (the “Notes”) to the accredited investors. The Notes have a maturity date of November 1, 2024, and will bear interest at a fixed rate of 6.75% per annum. The Company may, at its option, beginning with the interest payment date of November 1, 2019, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at par plus accrued and unpaid interest to the date of redemption. Any partial redemption will be made pro rata among all of the noteholders. The Notes are not subject to repayment at the option of the noteholders. The Notes will be unsecured, subordinated obligations of the Company and will rank junior in right of payment to the Company’s senior indebtedness and to the Company’s obligations to its general creditors.

The Notes are intended to qualify as Tier 2 capital for regulatory purposes. The Company expects to use a portion of the net proceeds from the sale of the Notes to redeem a portion of its outstanding shares of Non-Cumulative Perpetual Preferred Stock, Series B, which it issued to the U.S. Treasury pursuant to its participation in the Small Business Lending Fund program. The Company plans to use the remainder of the net proceeds for general corporate purposes.

The Notes were offered and sold in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder. Accordingly, the Notes were offered and sold exclusively to persons who are “accredited investors” within the meaning of Rule 501(a) of Regulation D.

 

25

---

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Highlights and Overview

Our profitability is derived primarily from the Bank. The Bank’s earnings in turn are generated from the earnings on its loan and investment portfolios less the cost of its deposit accounts and borrowings. These core revenues are supplemented by gains on sales of loans originated for sale, retail banking service fees, gains on the sale of investment securities and brokerage fees. The following is a summary of key financial results as of and for the nine months ended September 30, 2014:

 

•

Total assets increased $59.2 million, or 4.16%, to $1.5 billion at September 30, 2014 from $1.4 billion at December 31, 2013.

 

•

Net loans increased $70.1 million, or 6.18%, to $1.2 billion at September 30, 2014 from $1.1 billion at December 31, 2013.

 

•

During the nine months ended September 30, 2014, we originated $284.9 million in loans, a decrease of 3.31%, compared to $294.7 million during the same period in 2013. During the quarter ended September 30, 2014, we originated $95.3 million in loans, a decrease of 18.71%, compared to $117.2 million during the same period in 2013.

 

•

Our loan servicing portfolio was $409.0 million at September 30, 2014, compared to $417.3 million at December 31, 2013.

 

•

Total deposits increased $23.0 million, or 2.12%, to $1.1 billion at September 30, 2014 from $1.1 billion at December 31, 2013.

 

•

Net interest and dividend income for the nine months ended September 30, 2014 was $31.5 million, compared to $24.0 million for the same period in 2013. Net interest and dividend income for the three months ended September 30, 2014 was $10.6 million, compared to $8.1 million for the same period in 2013.

 

•

Net income available to common stockholders was $7.0 million for the nine months ended September 30, 2014, compared to $6.2 million for the same period in 2013. Net income available to common stockholders was $2.6 million for the three months ended September 30, 2014, compared to $2.5 million for the same period in 2013.

 

•

As a percentage of total loans, impaired loans decreased to 1.42% at September 30, 2014 from 1.86% at December 31, 2013.

The following discussion is intended to assist in understanding our financial condition and results of operations. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes contained elsewhere in this report.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with GAAP and practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in our consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Actual results could differ from those estimates.

Critical accounting estimates are necessary in the application of certain accounting policies and procedures, and are particularly susceptible to significant change. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2014. For additional information on our critical accounting policies, please refer to the information contained in Notes A, B and C of the accompanying unaudited condensed consolidated financial statements and Note 1 of the consolidated financial statements included in our 2013 Annual Report on Form 10-K.

Comparison of Financial Condition at September 30, 2014 (unaudited) and December 31, 2013

Assets. Total assets were $1.5 billion at September 30, 2014, compared to $1.4 billion at December 31, 2013, an increase of $59.2 million, or 4.16%.

Securities Portfolio. Securities available-for-sale decreased $19.1 million, or 15.24%, to $106.2 million at September 30, 2014 from $125.2 million at December 31, 2013. Net unrealized losses on securities available-for-sale were $1.0 million at September 30, 2014 compared to net unrealized losses of $2.0 million at December 31, 2013. During the nine months ended September 30, 2014, we sold securities with a total book value of $75.4 million for a net gain on sales of $756 thousand, and $50.0 million of short-term U.S. Treasury notes matured. During the same period, we purchased securities totaling $113.4 million including U.S. Treasury notes and mortgage-backed securities. Our net unrealized loss (after tax) on our investment portfolio was $607 thousand at September 30, 2014 compared to an unrealized loss (after tax) of $1.2 million at December 31, 2013. The investments in our investment portfolio that are temporarily impaired as of September 30, 2014 consisted of U.S. Treasury notes, U.S. government-sponsored enterprise bonds, mortgage-backed securities issued by U.S. government-sponsored enterprises, and municipal bonds. The unrealized losses are primarily attributable to changes in market interest rates and market inefficiencies. Management has determined that we have the intent and the ability to hold debt securities until maturity, and therefore, no declines are deemed to be other than temporary.

 

26

---

Table of Contents

Loans. Net loans held in portfolio increased $70.1 million, or 6.18%, to $1.2 billion at September 30, 2014 from $1.1 billion at December 31, 2013. The increase of loans held in portfolio was primarily due to increases in conventional real estate loans of $43.0 million, commercial real estate loans of $25.0 million, and construction loans of $4.7 million offset in part by a decrease in commercial loans of $1.7 million. As a percentage of total loans, impaired loans decreased to 1.42% at September 30, 2014 from 1.86% at December 31, 2013. During the nine months ended September 30, 2014, we originated $284.9 million in loans, a decrease of 3.31%, compared to $294.7 million during the same period in 2013. During the quarter ended September 30, 2014, we originated $95.3 million in loans, a decrease of 18.71%, compared to $117.2 million during the same period in 2013. At September 30, 2014, our mortgage servicing loan portfolio was $409.0 million, compared to $417.3 million at December 31, 2013. We expect to continue to sell long-term fixed-rate loans with terms of more than 15 years into the secondary market in order to manage interest rate risk. Market risk exposure during the production cycle is managed through the use of secondary market forward commitments. At September 30, 2014, adjustable-rate mortgages comprised approximately 60.24% of our real estate mortgage loan portfolio, which represents a higher percentage compared to the mix at December 31, 2013 of 53.64%, due in part to increases in commercial real estate loans and increased origination of adjustable-rate residential loans.

Allowance and Provision for Loan Losses. We maintain an allowance for loan losses to absorb losses inherent in the loan portfolio. Adjustments to the allowance for loan losses are charged to income through the provision for loan losses. We test the adequacy of the allowance for loan losses at least quarterly by preparing an analysis applying loss factors to outstanding loans by type. This analysis stratifies the loan portfolio by loan type and assigns a loss factor to each type based on an assessment of the risk associated with each type. In determining the loss factors, we consider historical losses and market conditions. Loss factors may be adjusted for qualitative factors that, in management’s judgment, affect the collectability of the portfolio.

The allowance for loan losses incorporates the results of measuring impairment for specifically identified non-homogeneous problem loans in accordance with ASC 310-10-35, “Receivables-Overall-Subsequent Measurement.” In accordance with ASC 310-10-35, the specific allowance reduces the carrying amount of the impaired loans to their estimated fair value. A loan is recognized as impaired when it is probable that principal and/or interest is not collectible in accordance with the contractual terms of the loan. Measurement of impairment can be based on the present value of expected cash flows discounted at the loan’s effective interest rate, the market price of the loan, or the fair value of the collateral if the loan is collateral dependent. Measurement of impairment does not apply to large groups of smaller balance homogeneous loans such as residential mortgage, home equity, or installment loans that are collectively evaluated for impairment.

Our commercial loan officers review the financial condition of commercial loan customers on a regular basis and perform visual inspections of facilities and inventories. We also have loan review, internal audit and compliance programs with results reported directly to the Audit Committee of the Board of Directors.

The allowance for loan losses (not including allowance for losses from the overdraft program described below) at September 30, 2014 was $9.5 million and at December 31, 2013 was $9.8 million. The allowance for loan losses represents 0.79% of total loans held at September 30, 2014, compared to 0.85% at December 31, 2013. Total non-performing assets at September 30, 2014 were approximately $7.1 million, representing 74.30% of the allowance for loan losses. Modestly improving economic and market conditions, coupled with internal risk rating changes, resulted in us making $700 in provisions to the allowance for loan losses during the nine months ended September 30, 2014, compared to $650 thousand for the same period in 2013. Loan charge-offs (excluding the overdraft program) were $1.3 million during the nine month period ended September 30, 2014, compared to $1.4 million for the same period in 2013. Recoveries were $351 thousand during the nine month period ended September 30, 2014, compared to $509 thousand for the same period in 2013. This activity resulted in net charge-offs of $907 thousand for the nine month period ended September 30, 2014, compared to $928 thousand for the same period in 2013. One-to-four family residential mortgages, commercial real estate, commercial, and consumer loans accounted for 41%, 34%, 20% and 5%, respectively, of the amounts charged-off during the nine month period ended September 30, 2014.

The effects of national economic issues that continue to be felt in our local communities and the national economic outlook as well as portfolio performance and charge-offs influenced our decision to maintain our allowance for loan losses of $9.5 million. The growth in the portfolio has been offset by net loan recoveries and modestly improving economic conditions that affect the risk of loss inherent in the loan portfolio. Management anticipates making additional provisions during the remainder of 2014 to maintain the allowance at an adequate level.

In addition to the allowance for loan losses, there is an allowance for losses from the fee for service overdraft program. Our policy is to maintain an allowance equal to 100% of the aggregate balance of negative balance accounts that have remained negative for 30 days or more. Negative balance accounts are charged-off when the balance has remained negative for 60 consecutive days. At September 30, 2014, the overdraft allowance was $21 thousand, compared to $24 thousand at December 31, 2013. There were provisions of $36 thousand for overdraft losses recorded during the nine month period ended September 30, 2014, compared to provisions of $44 thousand that were recorded for the same period during 2013. Ongoing provisions are anticipated as overdraft charge-offs continue and we adhere to our policy to maintain an allowance for overdraft losses equal to 100% of the aggregate negative balance of accounts remaining negative for 30 days or more.

 

27

---

Table of Contents

The following is a summary of activity in the allowance for loan losses account (excluding overdraft allowances) for the periods indicated:

 

(Dollars in thousands)		Nine months ended September 30, 2014
		Originated				Acquired				Total
Balance, beginning of year		$	9,733			$	—			$	9,733
Charge-offs:
Conventional			(514	)			—				(514	)
Commercial real estate			(431	)			—				(431	)
Construction			—				—				—
Consumer loans			(57	)			—				(57	)
Commercial and municipal loans			(256	)			—				(256	)
Total charged-off loans			(1,258	)			—				(1,258	)
Recoveries:
Conventional			288				—				288
Commercial real estate			1				—				1
Construction			—				—				—
Consumer loans			10				—				10
Commercial and municipal loans			52				—				52
Total recoveries			351				—				351
Net charge-offs:			(907	)			—				(907	)
Provision (benefit) for loan loss charged to income:
Conventional			(469	)			—				(469	)
Commercial real estate			664				—				664
Construction			529				—				529
Consumer loans			39				—				39
Commercial and municipal loans			(317	)			—				(317	)
Unallocated			254				—				254
Total provision			700				—				700
Ending balance		$	9,526			$	—			$	9,526

 

28

---

Table of Contents

(Dollars in thousands)		Nine months ended September 30, 2013
		Originated				Acquired				Total
Balance, beginning of year		$	9,909			$	—			$	9,909
Charge-offs:
Conventional			(588	)			—				(588	)
Commercial real estate			(475	)			(102	)			(577	)
Construction			—				—				—
Consumer loans			(27	)			—				(27	)
Commercial and municipal loans			(245	)			—				(245	)
Total charged-off loans			(1,335	)			(102	)			(1,437	)
Recoveries
Conventional			207				—				207
Commercial real estate			284				—				284
Construction			—				—				—
Consumer loans			4				—				4
Commercial and municipal loans			14				—				14
Total recoveries			509				—				509
Net charge-offs			(826	)			(102	)			(928	)
Provision for loan loss charged to income:
Conventional			744				—				744
Commercial real estate			(470	)			—				(470	)
Construction			21				—				21
Consumer loans			28				—				28
Commercial and municipal loans			439				—				439
Unallocated			(112	)			—				(112	)
Total provision			650				—				650
Ending balance		$	9,733			$	(102	)		$	9,631

The following is a summary of activity in the allowance for overdraft privilege accounts for the periods indicated:

 

		Nine months ended September 30,
(Dollars in thousands)		2014				2013
Beginning balance		$	24			$	14
Overdraft charge-offs			(107	)			(149	)
Overdraft recoveries			68				106
Net overdraft charge-offs			(39	)			(43	)
Provision for overdraft losses			36				44
Ending balance		$	21			$	15

 

29

---

Table of Contents

The following table sets forth the allocation of the allowance for loan losses (excluding overdraft allowances), the percentage of allowance to the total allowance, and the percentage of loans in each category to total loans as of the dates indicated:

 

(Dollars in thousands)		September 30, 2014												December 31, 2013
						% of Allowance				% of Loans								% of Allowance				% of Loans
Real estate loans
Conventional, 1-4 family and home equity loans		$	4,668				49	%			59	%		$	5,314				55	%			59	%
Commercial			2,333				25	%			25	%			2,027				21	%			25	%
Land and construction			882				9	%			3	%			353				3	%			3	%
Collateral and consumer loans			43				—				1	%			51				1	%			1	%
Commercial and municipal loans			1,036				11	%			12	%			1,551				16	%			12	%
Unallocated			494				5	%			—				240				2	%			—
Impaired loans			70				1	%			—				197				2	%			—
Allowance		$	9,526				100	%			100	%		$	9,733				100	%			100	%
Allowance as a percentage of originated loans							0.91	%											1.02	%
Impaired loans as a percentage of allowance							180.74	%											217.35	%

The following table shows total allowances including overdraft allowances:

 

(Dollars in thousands)		September 30, 2014				December 31, 2013
Allowance for loan losses		$	9,526			$	9,733
Overdraft allowance			21				24
Total allowance		$	9,547			$	9,757

Asset Quality. Classified loans include non-performing loans and performing loans that have been adversely classified, net of specific reserves. Total classified loans were $30.1 million at September 30, 2014, compared to $30.3 million at December 31, 2013. Other real estate owned (“OREO”) was $137 thousand at September 30, 2014, compared to $1.3 million at December 31, 2013. Losses have occurred in the liquidation process and our loss experience suggests it is prudent for us to continue funding provisions to build the allowance for loan losses. While, for the most part, quantifiable loss amounts have not been identified with individual credits, we anticipate more charge-offs as loan issues are resolved. The impaired loans meet the criteria established under ASC 310-10-35. Thirteen loans considered to be impaired loans at September 30, 2014 have specific allowances identified and assigned. The 13 loans are secured by real estate, business assets or a combination of both. At September 30, 2014, the allowance included $70 thousand allocated to impaired loans. The portion of the allowance allocated to impaired loans at December 31, 2013 was $197 thousand.

At September 30, 2014, we had 57 loans totaling $11.4 million considered to be troubled debt restructurings (“TDRs”) as defined in ASC 310-40, “Receivables-Troubled Debt Restructurings by Creditors,” included in impaired loans. At September 30, 2014, 48 of the TDRs were performing under contractual terms. Of the loans classified as TDRs, 9 were more than 30 days past due at September 30, 2014. The balances of these past due loans were $1.3 million. At December 31, 2013, we had 57 loans totaling $12.5 million considered to be TDRs.

Loans over 90 days past due were $4.0 million at September 30, 2014, compared to $3.9 million at December 31, 2013. Loans 30 to 89 days past due were $4.4 million at September 30, 2014, compared to $5.7 million at December 31, 2013. As a percentage of assets, the recorded investment in non-performing loans decreased from 0.65% at December 31, 2013 to 0.47% at September 30, 2014 and, as a percentage of total loans, decreased from 0.82% at December 31, 2013 to 0.57% at September 30, 2014.

Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention do not reflect trends or uncertainties which we reasonably expect will materially impact future operating results, liquidity, or capital resources. For the period ended September 30, 2014, all loans about which management possesses information regarding possible borrower credit problems and doubts as to borrowers’ ability to comply with present loan repayment terms or to repay a loan through liquidation of collateral are included in the tables below or discussed herein.

At September 30, 2014, there were no other loans excluded from the tables below or not discussed above where known information about possible credit problems of the borrowers caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in disclosure of such loans in the future.

 

30

---

Table of Contents

The following table shows the breakdown of the amount of non-performing assets and non-performing assets as a percentage of the total allowance and total assets as of the dates indicated:

 

		September 30, 2014												December 31, 2013
(Dollars in thousands)		Amount				Percentage of Total Allowance				Percentage of Total Assets				Amount				Percentage of Total Allowance				Percentage of Total Assets
Non-accrual loans(1)		$	6,956				72.86	%			0.47	%		$	9,303				95.35	%			0.65	%
Other real estate owned and chattel			137				1.44	%			0.01	%			1,343				13.76	%			0.09	%
Total non-performing assets		$	7,093				74.30	%			0.48	%		$	10,646				109.11	%			0.74	%

 

(1)	All loans 90 days or more delinquent are placed on non-accruing status.

The following table sets forth the recorded investment in nonaccrual loans by category at the dates indicated:

 

(Dollars in thousands)		September 30, 2014				December 31, 2013
Real estate:
Conventional		$	3,590			$	3,821
Home equity			187				104
Commercial			2,866				4,512
Construction			—				230
Consumer			—				15
Commercial and municipal			313				621
Total		$	6,956			$	9,303

We believe the allowance for loan losses is at a level sufficient to cover inherent losses, given the current level of risk in the loan portfolio. At the same time, we recognize that the determination of future loss potential is intrinsically uncertain. Future adjustments to the allowance may be necessary due to increases in the loan portfolio, or if economic, real estate and other conditions differ substantially from the current operating environment and result in increased levels of non-performing loans and substantial differences between estimated and actual losses. Adjustments to the allowance are charged to income through the provision for loan losses.

Goodwill. Goodwill amounted to $45.0 million, or 3.04% of total assets, as of September 30, 2014, compared to $44.6 million, or 3.13% of total assets, as of December 31, 2013.

Other intangible assets. Other intangible assets amounted to $9.7 million, or 0.66% of total assets, as of September 30, 2014, compared to $11.0 million, or 0.77% of total assets, as of December 31, 2013. The decrease was due to normal amortization of core deposit intangible and customer list assets.

Other Real Estate Owned. OREO was $137 thousand, representing one property, at September 30, 2014, compared to $1.3 million, representing seven properties, of OREO and property acquired in settlement of loans at December 31, 2013.

Deposits. Total deposits increased $23.0 million, or 2.12%, to $1.1 billion at September 30, 2014 from $1.1 billion at December 31, 2013. Non-interest bearing deposit accounts increased $4.6 million, or 4.55%, and interest-bearing deposit accounts increased $18.4 million, or 1.86%, over the same period. The balances at September 30, 2014 included $51.0 million of brokered deposits, which is an increase of $30.2 million compared to December 31, 2013. Deposit balances at September 30, 2014 also included $6.5 million of deposits obtained through listing services, which is unchanged compared to December 31, 2013.

Borrowings. We had outstanding balances of $161.0 million in advances from the Federal Home Loan Bank (“FHLB”) at September 30, 2014, an increase of $39.3 million from $121.7 million at December 31, 2013. In addition to advances, we had ten letters of credit totaling $44.2 million with the FHLB to secure customer deposits under pledge agreements. These letters of credit are factored against borrowing capacity with the FHLB. Securities sold under agreements to repurchase decreased $11.0 million, or 39.57%, to $16.9 million at September 30, 2014 from $27.9 million at December 31, 2013. Repurchase agreements are collateralized by some of our U.S. government and agency investment securities.

Comparison of the Operating Results for the Nine Months Ended September 30, 2014 and September 30, 2013 (unaudited)

Overview. Consolidated net income for the nine months ended September 30, 2014 was $7.2 million, or $0.85 per diluted common share, compared to $6.4 million, or $0.87 per diluted common share, for the same period in 2013, an increase of $770 thousand, or 12.00%. Our net interest margin increased to 3.12% at September 30, 2014 from 2.88% at September 30, 2013, due in part to the higher interest margin from the acquisition of The Randolph National Bank in the fourth quarter of 2013. Our return on

 

31

---

Table of Contents

average assets and average equity for the nine months ended September 30, 2014 were 0.65% and 6.49%, respectively, compared to 0.68% and 6.69%, respectively, for the same period in 2013. Our return on average assets and average stockholders’ equity for the three months ended September 30, 2014 were 0.72% and 7.37%, respectively, compared to 0.82% and 8.00%, respectively, for the same period in 2013.

Net Interest and Dividend Income. Net interest and dividend income increased $7.5 million, or 31.23%, to $31.5 million for the nine month period ended September 30, 2014, compared to $24.0 million for the nine month period ended September 30, 2013, reflecting the impact of the increase in interest-earning assets including the assets acquired from The Randolph National Bank in October of 2013 and originated portfolio growth since September 30, 2013.

 

32

---

Table of Contents

The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the nine month periods indicated.

 

		Nine month period ended September 30,
		2014												2013
		Average Balance(1)				Interest				Yield/ Cost				Average Balance(1)				Interest				Yield/ Cost
		(dollars in thousands)
Assets:
Interest-earning assets:
Loans(2)		$	1,192,568			$	34,854				3.90	%		$	931,417			$	27,276				3.90	%
Investment securities and other			153,626				1,599				1.39	%			180,494				1,701				1.26	%
Total interest-earning assets			1,346,194				36,453				3.61	%			1,111,911				28,977				3.47	%
Noninterest-earning assets:
Cash			19,482												22,429
Other noninterest-earning assets (3)			97,974												120,781
Total noninterest-earning assets			117,456												143,210
Total		$	1,463,650											$	1,255,121
Interest-bearing liabilities:
Savings, NOW and MMAs		$	685,687			$	592				0.12	%		$	556,112			$	564				0.14	%
Time deposits			368,380				2,732				0.99	%			336,661				2,499				0.99	%
Repurchase agreements			20,651				46				0.29	%			19,042				37				0.26	%
Subordinated debentures and other borrowed funds			174,486				1,537				1.17	%			145,597				1,838				1.68	%
Total interest-bearing liabilities			1,249,204				4,907				0.52	%			1,057,412				4,938				0.62	%
Noninterest-bearing liabilities:
Demand deposits			45,994												29,327
Other			20,701												40,358
Total noninterest-bearing liabilities			66,695												69,685
Stockholders’ equity			147,751												128,024
Total		$	1,463,650											$	1,255,121
Net interest and dividend income/Net interest rate spread						$	31,546				3.09	%						$	24,039				2.85	%
Net interest margin											3.12	%											2.88	%
Percentage of interest-earning assets to interest-bearing liabilities											107.76	%											105.15	%

 

(1)	Monthly average balances have been used for all periods.

(2)	Loans include 90-day delinquent loans and other loans which have been placed on a non-accruing status. Management does not believe that including the 90-day delinquent loans and other loans on non-accrual in loans caused any material difference in the information presented.

(3)	Other noninterest-earning assets include non-earning assets and OREO.

 

33

---

Table of Contents

The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of earning assets and interest-bearing liabilities, and from changes in rates for the nine month periods indicated. Volume changes are computed by multiplying the volume difference by the prior period’s rate. Rate changes are computed by multiplying the rate difference by the prior period’s balance. The change in interest income and expense due to both rate and volume has been allocated proportionally between the volume and rate variances (in thousands).

 

		Nine Months Ended September 30, 2014 vs. 2013 Increase (Decrease) Due to
		Volume				Rate				Total
		(Dollars in thousands)
Interest income on loans		$	7,669			$	(91	)		$	7,578
Interest income on investments			(338	)			236				(102	)
Total interest income			7,331				145				7,476
Interest expense on savings, NOW and MMAs			29				(1	)			28
Interest expense on time deposits			234				(1	)			233
Interest expense on repurchase agreements			7				2				9
Interest expense on capital securities and other borrowed funds			231				(532	)			(301	)
Total interest expense			501				(532	)			(31	)
Net interest income		$	6,830			$	677			$	7,507

 

34

---

Table of Contents

The following table sets forth information concerning average interest-earning assets and interest-bearing liabilities and the average yields and rates thereon for the three month periods indicated.

 

		Three month period ended September 30,
		2014												2013
		Average Balance(1)				Interest				Yield/ Cost				Average Balance(1)				Interest				Yield/ Cost
		(dollars in thousands)
Assets:
Interest-earning assets:
Loans (2)		$	1,190,544			$	11,869				3.99	%		$	921,221			$	9,071				3.94	%
Investment securities and other			162,988				450				1.11	%			159,233				517				1.30	%
Total interest-earning assets			1,353,532				12,319				3.64	%			1,080,454				9,588				3.55	%
Noninterest-earning assets:
Cash			11,931												24,788
Other noninterest-earning assets (3)			130,735												152,152
Total noninterest-earning assets			142,666												176,940
Total		$	1,496,198											$	1,257,394
Interest-bearing liabilities:
Savings, NOW and MMAs		$	707,244			$	216				0.12	%		$	579,718			$	198				0.14	%
Time deposits			372,463				938				1.01	%			322,621				759				0.94	%
Repurchase agreements			18,032				16				0.35	%			21,069				12				0.24	%
Subordinated debentures and other borrowed funds			180,250				519				1.15	%			132,533				546				1.65	%
Total interest-bearing liabilities			1,277,989				1,689				0.53	%			1,055,941				1,515				0.57	%
Noninterest-bearing liabilities:
Demand deposits			47,809												30,827
Other			23,583												42,005
Total noninterest-bearing liabilities			71,392												72,832
Stockholders’ equity			146,817												128,621
Total		$	1,496,198											$	1,257,394
Net interest and dividend income/Net interest rate spread						$	10,630				3.11	%						$	8,073				2.98	%
Net interest margin											3.14	%											2.99	%
Percentage of interest-earning assets to interest-bearing liabilities											105.91	%											102.32	%

 

(1)	Monthly average balances have been used for all periods.

(2)	Loans include 90-day delinquent loans and other loans which have been placed on a non-accruing status. Management does not believe that including the 90-day delinquent loans and other loans on non-accrual in loans caused any material difference in the information presented.

(3)	Other noninterest-earning assets include non-earning assets and OREO.

 

35

---

Table of Contents

The following table sets forth the dollar volume of increase (decrease) in interest income and interest expense resulting from changes in the volume of earning assets and interest-bearing liabilities, and from changes in rates for the three month periods indicated. Volume changes are computed by multiplying the volume difference by the prior period’s rate. Rate changes are computed by multiplying the rate difference by the prior period’s balance. The change in interest income and expense due to both rate and volume has been allocated proportionally between the volume and rate variances (in thousands).

 

		Three months ended September 30, 2014 vs. 2013 Increase (Decrease) Due to
		Volume				Rate				Total
		(Dollars in thousands)
Interest income on loans		$	2,684			$	114			$	2,798
Interest income on investments			74				(141	)			(67	)
Total interest income			2,758				(27	)			2,731
Interest expense on savings, NOW and MMAs			35				(17	)			18
Interest expense on time deposits			123				56				179
Interest expense on repurchase agreements			(10	)			14				4
Interest expense on capital securities and other borrowed funds			700				(727	)			(27	)
Total interest expense			848				(674	)			174
Net interest income		$	1,910			$	647			$	2,557

Interest and Dividend Income. For the nine months ended September 30, 2014, total interest and dividend income increased $7.5 million, or 25.80%, to $36.5 million, compared to $29.0 million for the same period in 2013. Interest and fees on loans increased $7.6 million, or 27.78%, to $34.9 million for the nine month period ended September 30, 2014, compared to $27.3 million for the same period in 2013 due primarily to increased portfolio balances, including The Randolph National Bank loans acquired in October 2013, offset in part by loans repricing to lower rates. Interest and dividends on investments and other interest decreased $102 thousand, or 6.00%, for the nine month period ended September 30, 2014 compared to the same period in 2013.

Interest Expense. For the nine months ended September 30, 2014, total interest expense decreased $31 thousand, or 0.63%, to $4.9 million, compared to $4.9 million for the same period in 2013. Interest on deposits increased $261 thousand, or 8.52%, due in part to the carrying costs of deposits acquired from The Randolph National Bank and the increase in long-term brokered deposits. Interest on advances and other borrowed money decreased $292 thousand, or 15.57%, to $1.6 million from $1.9 million for the same period in 2013 due in part to maturing higher cost advances which were renewed at lower costs since September 30, 2013.

Provision for Loan Losses. The provision for loan losses (not including overdraft allowances) was $700 thousand for the nine months ended September 30, 2014, compared to $650 thousand for the same period in 2013. The amount of the provision is consistent with activity in the portfolio during the related periods and allowance adequacy models. We made $36 thousand in provisions for overdraft losses in the nine months ended September 30, 2014, compared to $44 thousand for the same period in 2013. For additional information on provisions and adequacy, please refer to the section herein on the Allowances for Loan Losses.

Noninterest Income. For the nine months ended September 30, 2014, total noninterest income increased $3.3 million, or 29.30%, to $14.4 million, compared to $11.1 million for the same period in 2013 as discussed below. For the nine month period ended September 30, 2014, the increase in noninterest income primarily consisted of the following:

 

•

Trust and investment management fee income was $6.2 million for the nine months ended September 30, 2014, compared to $679 thousand for the same period in 2013, representing one month of income following the September 2013 acquisition of Charter Holding. Previous to September 2013, the Bank recognized earnings from its 50% ownership of Charter Holding under equity method accounting.

 

•

Customer service fees increased $781 thousand, or 20.74%, to $4.5 million from $3.8 million for the nine months ended September 30, 2013. The increase includes increases of $466 thousand related to increased volume of ATM and debit cards and $255 thousand in fees related to overdraft processing.

 

•

Bank-owned life insurance income increased $23 thousand to $453 thousand from $430 thousand for the nine months ended September 30, 2013.

 

•

Gain on sales of other real estate and property owned, net of writedowns increased $169 thousand to $194 thousand from $25 thousand for the nine months ended September 30, 2013.

 

•

Mortgage servicing income, net increased $126 thousand to $149 thousand from $23 thousand for the nine months ended September 30, 2013.

partially offset by:

 

36

---

Table of Contents

•

Net gain on sales of loans decreased $1.6 million, or 80.03%, to $411 thousand, compared to $2.1 million for the same period in 2013, representing a decrease of $52.6 million in loans sold into the secondary market, to $27.6 million for the nine months ended September 30, 2014 from $80.2 million for the nine months ended September 30, 2013. This decrease reflects changes in pipelines, market rates and shifts in consumer demand of adjustable rate products that we typically hold in our portfolio.

 

•

Gain on sales and calls of securities, net decreased $25 thousand, or 3.20%, to $756 thousand for the nine months ended September 30, 2014 from $781 thousand for the nine months ended September 30, 2013. This decrease primarily reflects the gain on the sales of approximately $83.1 million of securities sold and called during the nine months ended September 30, 2014, compared to $112.9 million during the same period in 2013.

 

•

A non-recurring remeasurement gain of equity interest in Charter Holding of $1.4 million was recorded during the nine months ended September 30, 2013 to adjust the Bank’s investment in Charter Holding from $4.8 million to the market value of $6.2 million derived from the price paid to purchase the remaining 50% ownership of Charter Holding on September 4, 2013. There was no related revenue recorded for the nine months ended September 30, 2014.

 

•

Income from equity interest in Charter Holding decreased $294 thousand compared to the same period in 2013 due to the acquisition of Charter Holding during the third quarter of 2013. Accordingly, the Bank began recording the entity’s activities as trust income and in related expense categories.

Noninterest Expense. For the nine months ended September 30, 2014, total noninterest expenses increased $9.0 million, or 34.76%, to $34.8 million, compared to $25.8 million for the same period in 2013, as discussed below. For the nine month period ended September 30, 2014, the increase in noninterest expenses primarily consisted of the following:

 

•

Salaries and employee benefits increased $5.4 million, or 41.54%, to $18.4 million, compared to $13.0 million for the nine months ended September 30, 2013. Gross salaries and benefits paid, which excludes the deferral of expenses associated with the origination of loans, increased $5.2 million, or 35.86%, to $19.7 million for the nine months ended September 30, 2014, compared to $14.7 million for the nine months ended September 30, 2013. Salary expense increased $3.7 million, or 35.59%, reflecting ordinary cost-of-living adjustments and additional staffing primarily related to the acquisition of Charter Holding and Central Financial Corporation, which represented $2.9 million, or 78.38%, of the increase. Additional expenses from the acquisitions include $1.0 million of benefit expenses. The deferral of expenses in conjunction with the origination of loans decreased $217 thousand, or 14.94%, to $1.3 million from $1.5 million for the same period in 2013.

 

•

Occupancy and equipment increased $1.1 million, or 33.21%, to $4.3 million, compared to $3.2 million for the same period in 2013, which included $933 thousand related to the cost of the additional locations acquired from Charter Holding and Central Financial Corporation.

 

•

Advertising and promotion increased $187 thousand, or 39.70%, to $658 thousand from $471 thousand for the same period in 2013. This increase related to trust and investment management services expenses incurred of $123 thousand coupled with promotions and media related to our new markets in the greater Randolph area of Vermont and our second location in Nashua, New Hampshire, which opened in December 2013.

 

•

Depositors’ insurance increased $199 thousand, or 34.67%, to $773 thousand from $574 thousand for the same period in 2013 due primarily to increased aggregate account balances.

 

•

Outside services increased $935 thousand, or 87.79%, to $2.0 million, compared to $1.1 million for the same period in 2013. This increase includes expenses of $635 thousand related to Charter Holding operations, increases in expenses associated with our core processing system of $131 thousand and fees for account statement printing of $43 thousand.

 

•

Professional services increased $5 thousand, or 0.50%, to $1.0 million, compared to $1.0 million for the same period in 2013.

 

•

ATM processing fees increased $184 thousand, or 39.48%, to $650 thousand, compared to $466 thousand for the same period in 2013. This increase is related to the same volume increases discussed under customer service fee income previously in this report.

 

•

Supplies increased $76 thousand, or 21.71%, to $426 thousand, compared to $350 thousand for the same period in 2013.

 

•

Telephone expense increased $329 thousand, or 66.60%, to $823 thousand for the nine months ended September 30, 2014 from $494 thousand for the same period in 2013, which includes $152 thousand from the addition of The Randolph National Bank locations and $116 thousand from Charter Holding operations.

 

•

Amortization of intangible assets increased $693 thousand, or 117.06%, to $1.3 million for the nine months ended September 30, 2014, compared to $592 thousand for the same period in 2013. This increase includes $428 thousand related to the amortization of core deposit intangibles related to Randolph National Bank and $376 thousand related to amortization of customer list intangibles related to Charter Trust Company.

 

•

Other expenses increased $708 thousand, or 18.54%, to $4.5 million for the nine months ended September 30, 2014, compared to $3.8 million for the same period in 2013. This increase includes an increase of $493 thousand in expenses related to the addition of Charter Holding operations.

partially offset by:

 

37

---

Table of Contents

•

Non-deductible acquisition expenses were $801 thousand for the nine months ended September 30, 2013, compared to no related expenses for the same period in 2014. These expenses reflect the legal and investment banking expenses recorded by us related to the acquisition of Central Financial Corporation that are not qualified tax deductions. As a result, the impact of these expenses is an $801 thousand reduction to net income with no offsetting tax benefit.

Comparison of the Operating Results for the Three Months Ended September 30, 2014 and September 30, 2013

Noninterest Income. For the three months ended September 30, 2014, total noninterest income increased $305 thousand, or 6.68%, to $4.9 million, compared to $4.6 million for the same period in 2013, as discussed below. For the three month period ended September 30, 2014, the increase in noninterest income primarily consisted of the following:

 

•

Trust and investment management fee income was $2.0 million for the three months ended September 30, 2014, compared to $679 thousand for the same period in 2013, representing one month of income following the September 2013 acquisition of Charter Holding. Previous to September 2013, the Bank recognized earnings from its 50% ownership of Charter Holding under equity method accounting.

 

•

Customer service fees increased $256 thousand, or 19.48%, to $1.6 million from $1.3 million for the three months ended September 30, 2014. The increase includes increases of $156 thousand related to increased volume of ATM and debit cards and $92 thousand in fees related to overdraft processing.

 

•

Gain on sales and calls of securities, net increased $313 thousand to $313 thousand for the three months ended September 30, 2014, compared to no activity during the same period in 2013. This includes a gain of $274 thousand from the exchange of Connecticut River Bancorp (“CORB”) stock following CORB’s acquisition by another institution in August 2014.

partially offset by:

 

•

Net gain on sales of loans decreased $209 thousand, or 46.44%, to $241 thousand, compared to $450 thousand for the same period in 2013, representing a decrease of $2.0 million in loans sold into the secondary market, to $14.8 million for the three months ended September 30, 2014 from $16.8 million for the three months ended September 30, 2013. This decrease reflects changes in pipelines, market rates and shifts in consumer demand of adjustable rate products that we typically hold in our portfolio.

 

•

Bank-owned life insurance income decreased $3 thousand to $151 thousand from $154 thousand for the three months ended September 30, 2013.

 

•

Mortgage servicing income, net decreased $6 thousand to $16 thousand from $22 thousand for the three months ended September 30, 2013.

 

•

A non-recurring remeasurement gain of equity interest in Charter Holding of $1.4 million was recorded during the three months ended September 30, 2013 to adjust the Bank’s investment in Charter Holding from $4.8 million to the market value of $6.2 million derived from the price paid to purchase the remaining 50% ownership of Charter Holding on September 4, 2013. There was no related revenue recorded for the three months ended September 30, 2014.

 

•

Income from equity interest in Charter Holding decreased $53 thousand, compared to the same period in 2013 due to the acquisition of Charter Holding during the third quarter of 2013. Accordingly, the Bank began recording the entity’s activities as trust income and in related expense categories.

Noninterest Expense. For the three months ended September 30, 2014, total noninterest expenses increased $1.9 million, or 20.22%, to $11.5 million, compared to $9.5 million for the same period in 2013, as discussed below. For the three month period ended September 30, 2014, the increase in noninterest expenses primarily consisted of the following:

 

•

Salaries and employee benefits increased $1.7 million, or 37.02%, to $6.3 million, compared to $4.6 million for the three months ended September 30, 2013. Gross salaries and benefits paid, which excludes the deferral of expenses associated with the origination of loans, increased $1.6 million, or 90.62%, from $5.2 million for the three months ended September 30, 2013 to $6.8 million for the three months ended September 30, 2014. Salary expense increased $1.1 million, or 30.95%, reflecting ordinary cost-of-living adjustments and additional staffing primarily related to the acquisition of Charter Holding and Central Financial Corporation, which represented $964 million, or 85.28%, of the increase. The deferral of expenses in conjunction with the origination of loans decreased $92 thousand, or 16.43%, to $468 thousand from $560 thousand for the same period in 2013.

 

•

Occupancy and equipment increased $211 thousand, or 19.76%, to $1.3 million, compared to $1.1 million for the same period in 2013, which included $276 thousand related to the cost of the additional locations acquired from Charter Holding and Central Financial Corporation.

 

•

Advertising and promotion increased $63 thousand, or 39.62%, to $222 thousand from $159 thousand for the same period in 2013. This increase related to trust and investment management services expenses incurred of $31 thousand coupled with promotions and media related to our new markets in the greater Randolph area of Vermont and our second location in Nashua, New Hampshire, which opened in December 2013.

 

•

Depositors’ insurance increased $37 thousand, or 18.97%, to $232 thousand from $195 thousand for the same period in 2013 due primarily to increased aggregate account balances.

 

38

---

Table of Contents

•

Outside services increased $242 thousand, or 60.96%, to $639 thousand, compared to $397 thousand for the same period in 2013. This increase includes expenses of $120 thousand related to Charter Holding operations and $67 thousand in associated expenses.

 

•

ATM processing fees increased $77 thousand, or 50.33%, to $230 thousand, compared to $153 thousand for the same period in 2013. This increase is related to the same volume increases discussed under customer service fee income previously in this report.

 

•

Supplies increased $28 thousand, or 28.00%, to $128 thousand, compared to $100 thousand for the same period in 2013.

 

•

Telephone expense increased $98 thousand, or 61.64%, to $257 thousand for the three months ended September 30, 2014 from $159 thousand for the same period in 2013, which includes $43 thousand from the addition of The Randolph National Bank locations and $20 thousand from Charter Holding operations.

 

•

Amortization of intangible assets increased $204 thousand, or 96.23%, to $416 thousand for the three months ended September 30, 2014, compared to $212 thousand for the same period in 2013. This increase includes $143 thousand related to the amortization of core deposit intangibles related to The Randolph National Bank and $92 thousand related to amortization of customer list intangibles related to Charter Trust Company.

 

•

Other expenses increased $120 thousand, or 9.04%, to $1.4 million for the three months ended September 30, 2014, compared to $1.3 million for the same period in 2013. This increase includes an increase of $125 thousand in expenses related to the addition of Charter Holding operations.

partially offset by:

 

•

Professional services decreased $61 thousand, or 17.84%, to $281 thousand, compared to $342 thousand for the same period in 2013, reflecting decreases in legal fees offset by increases in general consulting fees.

 

•

Non-deductible acquisition expenses were $801 thousand for the three months ended September 30, 2013, compared to no related expenses for the same period in 2014. These expenses reflect the legal and investment banking expenses recorded by us related to the acquisition of Central Financial Corporation that are not qualified tax deductions. As a result, the impact of these expenses is an $801 thousand reduction to net income with no offsetting tax benefit.

Liquidity and Capital Resources

We are required to maintain sufficient liquidity for safe and sound operations. At September 30, 2014, our liquidity was sufficient to cover our anticipated needs for funding new loan commitments of approximately $54.2 million. Our source of funds is derived primarily from net deposit inflows, loan amortizations, principal pay downs from loans, sold loan proceeds, and advances from the FHLB. At September 30, 2014, we had approximately $173.6 in additional borrowing capacity from the FHLB.

At September 30, 2014, stockholders’ equity totaled $153.9 million, compared to $149.3 million at December 31, 2013. This increase reflects net income of $7.2 million, the declaration and payment of $3.2 million in common stock dividends, the declaration of $173 thousand in preferred stock dividends, contributions and reinvestments in the dividend reinvestment program of $117 thousand, vesting of stock awards of $135 thousand, exercise of common stock options of $35 thousand and $591 thousand in other comprehensive income.

At September 30, 2014, 148,088 shares remained to be repurchased under the repurchase plan previously approved by the Board of Directors. The repurchase plan permits the repurchase of up to 253,776 shares of our common stock. The Board of Directors has determined that a share buyback is appropriate to enhance stockholder value because such repurchases generally increase earnings per common share, return on average assets and on average stockholders’ equity, which are three performance benchmarks against which bank and thrift holding companies are measured. We buy stock in the open market whenever the price of the stock is deemed reasonable and we have funds available for the purchase. During the nine months ended September 30, 2014, no shares were repurchased.

At September 30, 2014, we had unrestricted funds available in the amount of $2.8 million. As of September 30, 2014, our total cash needs for the remainder of 2014 are estimated to be approximately $1.4 million with $1.0 million projected to be used to pay cash dividends on our common stock, $155 thousand to pay interest on our capital securities, $58 thousand to pay dividends on our Series B Preferred Stock (as defined below), and approximately $107 thousand for ordinary operating expenses. The Bank pays dividends to the Company as its sole stockholder, within guidelines set forth by the Office of the Comptroller of the Currency. Since the Bank is well-capitalized and has capital in excess of regulatory requirements, it is anticipated that funds will be available to cover the additional Company cash requirements for 2014, as needed, as long as earnings at the Bank are sufficient to maintain adequate leverage capital.

For the nine months ended September 30, 2014, net cash provided by operating activities decreased $9.6 million to $9.7 million, compared to cash provided of $19.3 million for the same period in 2013. Cash provided by loans sold decreased $52.7 million for the nine months ended September 30, 2014, compared to the same period in 2013. Net gain on sales of loans decreased $1.6 million for the nine months ended September 30, 2014. Net gain on sales and calls of securities decreased $25 thousand for the nine months ended September 30, 2014, compared to the same period in 2013, as a result of $83.9 million of securities sold and called during the nine months ended September 30, 2014, with lower net gains, compared to approximately $113.7 million of securities sold and called

 

39

---

Table of Contents

during the same period in 2013. The provision for loan losses increased $42 thousand for the nine months ended September 30, 2014, compared to the same period in 2013. The change in accrued interest receivable and other assets increased $1.5 million for the nine months ended September 30, 2014, compared to the same period in 2013. The change in accrued expenses and liabilities increased $514 thousand.

Net cash used in investing activities was $51.3 million for the nine months ended September 30, 2014, compared to cash provided of $447 thousand for the same period in 2013, a change of $51.7 million. The cash provided by net securities activities was $20.5 million for the nine months ended September 30, 2014, compared to cash provided by net securities activities of $54.3 million for the same period in 2013. Cash used to purchase FHLB stock was $1.0 million for the nine months ended September 30, 2014, compared to cash provided by redemption of FHLB stock of $213 thousand for the same period in 2013. Cash used in loan originations and principal collections, net, was $63.7 million for the nine months ended September 30, 2014, an increase of $14.8 million, compared to cash used of $48.9 million for the same period in 2013.

For the nine months ended September 30, 2014, net cash flows provided by financing activities increased $84.8 million to cash provided of $48.0 million, compared to net cash used in financing activities of $36.7 million for the nine months ended September 30, 2013. For the nine months ended September 30, 2014, we experienced a net increase of $28.4 million in cash provided by deposits and securities sold under agreements to repurchase comparing cash provided of $12.0 million to cash used of $16.4 million for the same period in 2013. For the nine months ended September 30, 2014, we had an increase of $57.3 million of cash provided by FHLB advances and other borrowings comparing cash provided of $39.3 million for the nine months ended September 30, 2014 to cash used of $18.0 million for the same period in 2013.

U.S. Treasury’s Small Business Lending Fund Program

As part of the U.S. Treasury’s Small Business Lending Fund (“SBLF”) program, we issued and sold to the U.S. Treasury 23,000 shares of our Non-Cumulative Perpetual Preferred Stock, Series B, par value $.01 per preferred share, having a liquidation preference of $1,000 per preferred share (the “Series B Preferred Stock”). We used $10.0 million of the proceeds to redeem the Series A Preferred Stock issued under Treasury’s Capital Purchase Program. Of the outstanding 23,000 shares of Series B Preferred Stock, 3,000 shares were issued in exchange for the cancellation of the outstanding shares of The Nashua Bank’s Senior Non-Cumulative Perpetual Preferred Stock, Series A, that was assumed in the merger that was completed on December 21, 2012.

On October 29, 2014, we entered into a Subordinated Note Purchase Agreement with certain accredited investors under which we issued an aggregate of $17.0 million of subordinated notes to the accredited investors. We expect to use a portion of the net proceeds from the sale of the subordinated notes to redeem a portion of our outstanding shares of Series B Preferred Stock.

The initial rate payable on SBLF capital is, at most, 5%, and the rate falls to one percent if a bank’s small business lending increases by ten percent or more. Banks that increase their lending by less than 10% pay rates between two percent and four percent. If a bank’s lending does not increase in the first two years, however, the rate increases to seven percent, and after 4.5 years total, the rate for all banks increases to nine percent (if the bank has not already repaid the SBLF funding). The dividend will be paid only when declared by our Board of Directors. The Series B Preferred Stock has no maturity date and ranks senior to the Common Stock with respect to the payment of dividends and distributions and amounts payable upon liquidation, dissolution and winding up of the Company.

The Series B Preferred Stock generally is non-voting, other than class voting on certain matters that could adversely affect the Series B Preferred Stock.

Capital Ratios

Banks are required to maintain tier one leverage capital and total risk based capital ratios of 4.00% and 8.00%, respectively. As of September 30, 2014, the Bank’s ratios were 8.28% and 12.87%, respectively, well in excess of the regulators’ requirements.

Book value per common share was $15.88 at September 30, 2014, compared to $15.37 per common share at December 31, 2013. Tangible book value per common share was $9.24 at September 30, 2014, compared to $8.59 per common share at December 31, 2013. Tangible book value per common share is a non-GAAP financial measure calculated using GAAP amounts. Tangible book value per common share is calculated by dividing tangible common equity by the total number of shares outstanding at a point in time. Tangible common equity is calculated by excluding the balance of goodwill, other intangible assets and preferred stock from the calculation of stockholders’ equity. We believe that tangible book value per common share provides information to investors that may be useful in understanding our financial condition. Because not all companies use the same calculation of tangible common equity and tangible book value per common share, this presentation may not be comparable to other similarly titled measures calculated by other companies.

 

40

---

Table of Contents

A reconciliation of these non-GAAP financial measures is provided below:

 

(Dollars in thousands, except for per share data)		September 30, 2014				December 31, 2013
Stockholders’ equity		$	153,944			$	149,257
Less goodwill			45,034				44,632
Less other intangible assets			9,735				11,020
Less preferred stock			23,000				23,000
Tangible common equity		$	76,175			$	70,605
Ending common shares outstanding			8,244,065				8,216,747
Tangible book value per common share		$	9.24			$	8.59

Capital Securities

On March 30, 2004, NHTB Capital Trust II (“Trust II”), a Connecticut statutory trust formed by the Company, completed the sale of $10.0 million of Floating Capital Securities, adjustable every three months at LIBOR plus 2.79% (“Capital Securities II”). Trust II also issued common securities to us and used the net proceeds from the offering to purchase a like amount of our Junior Subordinated Deferrable Interest Debentures (“Debentures II”). Debentures II are the sole assets of Trust II. Total expenses associated with the offering of $160 thousand are included in other assets and are being amortized on a straight-line basis over the life of Debentures II.

Capital Securities II accrue and pay distributions quarterly based on the stated liquidation amount of $10 per capital security. We have fully and unconditionally guaranteed all of the obligations of Trust II. The guaranty covers the quarterly distributions and payments on liquidation or redemption of Capital Securities II, but only to the extent that Trust II has funds necessary to make these payments.

Capital Securities II are mandatorily redeemable upon the maturing of Debentures II on March 30, 2034 or upon earlier redemption as provided in the Indenture. We have the right to redeem Debentures II, in whole or in part at the liquidation amount plus any accrued but unpaid interest to the redemption date.

On March 30, 2004, NHTB Capital Trust III (“Trust III”), a Connecticut statutory trust formed by the Company, completed the sale of $10.0 million of 6.06% 5 Year Fixed-Floating Capital Securities (“Capital Securities III”). Trust III also issued common securities and used the net proceeds from the offering to purchase a like amount of our 6.06% Junior Subordinated Deferrable Interest Debentures (“Debentures III”). Debentures III are the sole assets of Trust III. Total expenses associated with the offering of $160 thousand are included in other assets and are being amortized on a straight-line basis over the life of Debentures III.

Capital Securities III accrue and pay distributions quarterly at an annual rate of 6.06% for the first 5 years of the stated liquidation amount of $10 per capital security. We have fully and unconditionally guaranteed all of the obligations of the Trust. The guaranty covers the quarterly distributions and payments on liquidation or redemption of Capital Securities III, but only to the extent that the Trust has funds necessary to make these payments.

Capital Securities III are mandatorily redeemable upon the maturing of Debentures III on March 30, 2034 or upon earlier redemption as provided in the Indenture. We have the right to redeem Debentures III, in whole or in part at the liquidation amount plus any accrued but unpaid interest to the redemption date.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Asset-Liability Management

Market risk and interest rate risk management is governed by the Asset/Liability Committee (“ALCO”). The ALCO establishes exposure limits that define our tolerance for interest rate risk. The ALCO manages the composition of the balance sheet over a range of potential fluctuations in interest rates while responding, as appropriate, to market demand for loan and deposit products. Current exposures versus limits are reported to the Board of Directors at least quarterly. The policy limits and guidelines serve as benchmarks for measuring interest rate risk and for providing a framework for evaluation and interest rate risk-management decision-making.

Market Risk

Market risk is the risk that the market value or estimated fair value of our assets, liabilities, and derivative financial instruments will decline as a result of changes in interest rates or financial market volatility, or that our net income will be significantly reduced by interest rate changes.

 

41

---

Table of Contents

Interest Rate Risk

The principal market risk facing us is interest rate risk, which may include repricing risk, yield-curve risk, basis risk, and prepayment risk. Repricing risk exists when the change in the average yield of either interest-earning assets or interest-bearing liabilities is more sensitive than the other to changes in market interest rates. A change in sensitivity could reflect an imbalance in the repricing opportunities of our assets and liabilities. Yield curve risk reflects the possibility that the changes in the shape of the yield curve could have different effects on our assets and liabilities. Basis risk exists when different parts of the balance sheet are subject to varying base rates reflecting the possibility that the spread from those base rates will deviate. Prepayment risk is associated with financial instruments with an option to prepay before the stated maturity often at a time of disadvantage to the person selling the option; this risk is most often associated with the prepayment of loans, callable investments, and callable borrowings.

Interest rate risk can be measured by analyzing the extent to which the repricing of assets and liabilities are mismatched to create an interest rate sensitivity gap. An asset or liability is said to be interest rate sensitive within a specific period if it will mature or reprice within that period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the amount of interest rate-sensitive assets. During a period of falling interest rates, therefore, a positive gap would tend to adversely affect net interest income. Conversely, during a period of rising interest rates, a positive gap position would tend to result in an increase in net interest income.

Income simulation is the primary tool for measuring the interest rate risk inherent in our balance sheet at a given point in time by showing the effect on net interest income, over a 12-month period, of a variety of interest rate shocks. These simulations take into account repricing, maturity and prepayment characteristics of individual products. The ALCO reviews simulation results to determine whether the exposure resulting from changes in market interest rates remains within established tolerance levels over a 12-month horizon, and develops appropriate strategies to manage this exposure.

Our one-year cumulative interest rate gap at September 30, 2014 was positive 3.21%, compared to the December 31, 2013, gap of positive 0.58%. With an asset sensitive positive gap, if rates were to rise, net interest margin would likely increase and if rates were to fall, the net interest margin would likely decrease. Over the next 12 months, $65.3 million more assets are subject to repricing than liabilities.

As another part of interest rate risk analysis, we use an interest rate sensitivity model, which generates estimates of the change in our economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The EVE ratio, under any rate scenario, is defined as the EVE in that scenario divided by the market value of assets in the same scenario. Modeling changes require making certain assumptions, which may or may not reflect the manner in which actual yields and costs respond to the changes in market interest rates. In this regard, the EVE model assumes that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remain constant over the period being measured and that a particular change in interest rates is reflected uniformly across the yield curve. Accordingly, although the EVE measurements and net interest income models provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market rates on our net interest income and will likely differ from actual results.

The following table sets forth our EVE at September 30, 2014, as calculated by an independent third party agent:

 

(Dollars in thousands)		Book Value				-100 bp				0 bp				+100 bp				+200 bp				+300 bp				+400 bp
EVE:
Amount		$	170,629			$	138,306			$	138,368			$	126,618			$	114,381			$	102,719			$	91,457
Percent of change							0.0	%							-8.5	%			-17.3	%			-25.8	%			-33.9	%
EVE Ratio:
Ratio			11.55	%			9.53	%			9.73	%			9.15	%			8.49	%			7.82	%			7.13	%
Change in basis points							-20								-58				-124				-191				-260

Management controls the Company’s interest rate exposure using several strategies, which include adjusting the maturities of securities in the Company’s investment portfolio, limiting or expanding the terms of loans originated, monitoring and limiting, as appropriate, long-term fixed rate deposits, and laddering maturities of FHLB advances. The Company limits this risk by monitoring and limiting, as appropriate, securities it invests in to those with limited average life changes under certain interest rate shock scenarios, or securities with embedded prepayment penalties. The Company also may use derivative instruments, principally interest rate swaps, to manage its interest rate risk. The Company had no derivative fair value hedges or derivative cash flow hedges at September 30, 2014 or December 31, 2013.

Item 4. Controls and Procedures

Management, including our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and Chief Financial Officer concluded

 

42

---

Table of Contents

that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our President and Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during our last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is no material litigation pending to which we or any of our subsidiaries are a party or to which our property or the property of any of our subsidiaries is subject, other than ordinary routine litigation incidental to our business.

Item 1A. Risk Factors

There are risks inherent to our business. As of September 30, 2014, the risk factors of the Company have not changed materially from those disclosed within Part I, Item 1A, “Risk Factors” of our 2013 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.

 

43

---

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 10, 2014.

 

---

Table of Contents

EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Certificate of Incorporation, as amended (filed as Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on March 25, 2012, and incorporated herein by reference).
3.2		Certificate of Designations establishing the rights of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2009, and incorporated herein by reference).
3.3		Amended and Restated Certificate of Designations establishing the rights of the Company’s Non-Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 25, 2013, and incorporated herein by reference).
3.4		Amended and Restated Bylaws, as amended (filed as Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2013, and incorporated herein by reference).
4.1		Stock Certificate (filed as an exhibit to the Company’s Registration Statement on Form S-4 filed with the Commission on March 1, 1989, and incorporated herein by reference).
4.2		Indenture by and between the Company, as Issuer, and U.S. Bank National Association, as Trustee, dated March 30, 2004 for Floating Rate Junior Subordinated Deferrable Interest Debentures (filed as Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 29, 2005 and incorporated herein by reference).
4.3		Form of Floating Rate Junior Subordinated Deferrable Interest Debentures issued by the Company to U.S. Bank National Association dated March 30, 2004 (filed as Exhibit A to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 29, 2005 and incorporated herein by reference).
4.4		Indenture by and between New NHTB, as Issuer, and U.S. Bank National Association, as Trustee, dated March 30, 2004 for Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures (filed as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 29, 2005 and incorporated herein by reference).
4.5		Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures issued by the Company to U.S. Bank National Association dated March 30, 2004 (filed as Exhibit A to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the Commission on March 29, 2005, and incorporated herein by reference).
31.1 *		Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2 *		Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1 *		Section 1350 Certification of the Chief Executive Officer.
32.2 *		Section 1350 Certification of the Chief Financial Officer.
101 *		Financial statements from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity and (v) the Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements.

 

*	Filed herewith.

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen R. Theroux, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of New Hampshire Thrift Bancshares, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 10, 2014						/s/ Stephen R. Theroux
						Stephen R. Theroux
						President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Laura Jacobi, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of New Hampshire Thrift Bancshares, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 10, 2014						/s/ Laura Jacobi
						Laura Jacobi
						First Senior Vice President, Chief Financial Officer
						and Chief Accounting Officer
						(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Stephen R. Theroux, is the President and Chief Executive Officer of New Hampshire Thrift Bancshares, Inc. (the “Company”). This statement is being furnished in connection with the filing by the Company of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Report”).

By execution of this statement, I certify that:

 

A)

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 

B)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

 

Date: November 10, 2014						/s/ Stephen R. Theroux
						Stephen R. Theroux
						President and Chief Executive Officer
						(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Laura Jacobi, is the Senior Vice President, Chief Financial Officer and Chief Accounting Officer of New Hampshire Thrift Bancshares, Inc. (the “Company”). This statement is being furnished in connection with the filing by the Company of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Report”).

By execution of this statement, I certify that:

 

A)

the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

 

B)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

 

Date: November 10, 2014						/s/ Laura Jacobi
						Laura Jacobi
						First Senior Vice President, Chief Financial Officer
						and Chief Accounting Officer
						(Principal Financial and Accounting Officer)