Table
of Contents
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 10-Q
x
|
Quarterly
report under Section 13 or 15 (d) of the Securities Exchange Act of
1934
|
For the quarterly period ended June 30,
2010
o
|
Transition
report under Section 13 or 15 (d) of the Exchange Act
|
For the transition period from
to
Commission File Number 000-51112
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
(Exact Name of Small
Business Issuer as Specified in Its Charter)
GEORGIA
|
|
20-2118147
|
(State or Other
Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or
Organization)
|
|
Identification No.)
|
1701 Bass
Road
Macon,
Georgia 31210
(Address of Principal
Executive Offices)
(478) 476-2170
(Issuers Telephone Number, Including
Area Code)
Not
Applicable
(Former Name, Former Address
and Former Fiscal Year, if Changed Since Last Report)
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
o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark 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).
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
x
|
Indicate by checkmark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act). Yes
o
No
x
APPLICABLE ONLY TO CORPORATE
ISSUERS
State the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date: Common Stock, no par
value, 4,280,745 shares outstanding at July 23,
2010
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Consolidated
Balance Sheets
June 30,
2010
(Unaudited) and
December 31,
2009
(Audited)
|
|
As of
|
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
8,519,395
|
|
$
|
4,990,374
|
|
Interest-bearing deposits in other banks
|
|
75,142,356
|
|
28,401,303
|
|
Total cash and cash equivalents
|
|
83,661,751
|
|
33,391,677
|
|
Securities available for sale, at fair value
|
|
72,334,563
|
|
126,939,601
|
|
Federal Home Loan Bank stock, restricted, at cost
|
|
4,316,800
|
|
4,316,800
|
|
Loans held for sale
|
|
1,453,490
|
|
1,089,108
|
|
Loans, net of unearned income
|
|
663,781,730
|
|
718,306,915
|
|
Less - allowance for loan losses
|
|
(19,323,225
|
)
|
(21,478,748
|
)
|
Loans, net
|
|
644,458,505
|
|
696,828,167
|
|
Bank premises and equipment, net
|
|
30,360,216
|
|
31,016,982
|
|
Accrued interest receivable
|
|
4,066,884
|
|
4,549,769
|
|
Cash surrender value of life insurance
|
|
13,275,536
|
|
13,011,018
|
|
Intangible assets, net of amortization
|
|
2,367,692
|
|
2,548,850
|
|
Other real estate owned
|
|
41,720,587
|
|
21,066,480
|
|
Income tax receivable
|
|
11,063,312
|
|
11,174,666
|
|
Other assets
|
|
2,507,325
|
|
2,446,748
|
|
Total Assets
|
|
$
|
911,586,661
|
|
$
|
948,379,866
|
|
|
|
|
|
|
|
Liabilities and Shareholders
Equity
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Non-interest bearing
|
|
$
|
53,182,187
|
|
$
|
53,747,355
|
|
Money market and NOW accounts
|
|
113,621,646
|
|
132,469,652
|
|
Savings
|
|
9,143,293
|
|
8,890,713
|
|
Time deposits
|
|
659,160,509
|
|
666,049,168
|
|
Total deposits
|
|
835,107,635
|
|
861,156,888
|
|
Federal Home Loan Bank advances
|
|
34,000,000
|
|
39,000,000
|
|
Subordinated debentures
|
|
1,400,000
|
|
1,400,000
|
|
Junior subordinated debentures
|
|
10,310,000
|
|
10,310,000
|
|
Accrued interest payable
|
|
4,041,544
|
|
4,977,554
|
|
Accrued expenses and other liabilities
|
|
2,560,337
|
|
1,896,265
|
|
Total liabilities
|
|
887,419,516
|
|
918,740,707
|
|
Commitments and contingencies
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
Preferred stock, authorized 2,000,000 shares, no
shares outstanding
|
|
|
|
|
|
Common stock, no par value, authorized 110,000,000
shares, 4,280,745 issued and outstanding in 2010, no par value, authorized
10,000,000 shares, 4,211,780 issued and outstanding in 2009
|
|
74,742,733
|
|
74,630,831
|
|
Deferred compensation, 68,965 shares in 2010
|
|
(93,750
|
)
|
|
|
Accumulated deficit
|
|
(51,263,120
|
)
|
(45,592,212
|
)
|
Accumulated other comprehensive income
|
|
781,282
|
|
600,540
|
|
Total shareholders equity
|
|
24,167,145
|
|
29,639,159
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
911,586,661
|
|
$
|
948,379,866
|
|
See Accompanying Notes to
Consolidated Financial Statements (Unaudited).
2
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Consolidated
Statements of Operations
For the Three Months and
Six Months Ended June 30, 2010 and 2009
(Unaudited)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Interest and Dividend Income:
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
8,333,148
|
|
$
|
10,729,675
|
|
$
|
17,485,138
|
|
$
|
22,131,412
|
|
Interest on securities:
|
|
|
|
|
|
|
|
|
|
Taxable income
|
|
417,007
|
|
811,478
|
|
882,127
|
|
1,785,725
|
|
Non-taxable income
|
|
144,596
|
|
156,520
|
|
289,956
|
|
323,252
|
|
Other interest and dividend income
|
|
54,658
|
|
4,323
|
|
72,698
|
|
8,481
|
|
Total interest and dividend income
|
|
8,949,409
|
|
11,701,996
|
|
18,729,919
|
|
24,248,870
|
|
Interest Expense:
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
4,838,988
|
|
6,692,934
|
|
9,875,521
|
|
13,347,697
|
|
Subordinated debentures
|
|
42,466
|
|
42,467
|
|
84,466
|
|
84,467
|
|
Junior subordinated debentures
|
|
61,328
|
|
84,860
|
|
120,720
|
|
186,247
|
|
FHLB borrowings and other interest expense
|
|
224,301
|
|
387,480
|
|
456,804
|
|
738,962
|
|
Total interest expense
|
|
5,167,083
|
|
7,207,741
|
|
10,537,511
|
|
14,357,373
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
3,782,326
|
|
4,494,255
|
|
8,192,408
|
|
9,891,497
|
|
Provision for loan losses
|
|
2,034,000
|
|
5,718,000
|
|
3,336,000
|
|
6,068,000
|
|
Net interest income (expense) after provision for
loan losses
|
|
1,748,326
|
|
(1,223,745
|
)
|
4,856,408
|
|
3,823,497
|
|
Noninterest Income:
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
407,915
|
|
418,094
|
|
792,227
|
|
839,675
|
|
Other service charges, commissions and fees
|
|
159,358
|
|
125,536
|
|
291,512
|
|
238,127
|
|
Gain on sales / calls of investment securities
|
|
42,906
|
|
1,095,390
|
|
42,906
|
|
1,315,818
|
|
Mortgage origination income
|
|
57,977
|
|
186,631
|
|
150,013
|
|
393,587
|
|
Other income
|
|
228,580
|
|
254,933
|
|
489,193
|
|
556,076
|
|
Total noninterest income
|
|
896,736
|
|
2,080,584
|
|
1,765,851
|
|
3,343,283
|
|
Noninterest Expense:
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
2,223,163
|
|
2,638,685
|
|
4,550,465
|
|
5,415,452
|
|
Occupancy expense
|
|
444,531
|
|
436,857
|
|
883,343
|
|
891,754
|
|
Equipment rental and depreciation of equipment
|
|
298,411
|
|
326,202
|
|
594,774
|
|
631,503
|
|
Loss on sale of other assets
|
|
500
|
|
5,550
|
|
775
|
|
43,797
|
|
Loss on sale and impairment of other real estate
|
|
295,414
|
|
1,466,000
|
|
396,927
|
|
1,490,688
|
|
Other real estate expense
|
|
827,714
|
|
210,603
|
|
1,301,170
|
|
336,296
|
|
FDIC and state banking assessments
|
|
1,417,262
|
|
958,385
|
|
2,328,219
|
|
1,154,611
|
|
Goodwill impairment
|
|
|
|
19,533,501
|
|
|
|
19,533,501
|
|
Other expenses
|
|
1,175,934
|
|
1,658,438
|
|
2,237,494
|
|
3,051,620
|
|
Total noninterest expense
|
|
6,682,929
|
|
27,234,221
|
|
12,293,167
|
|
32,549,222
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
(4,037,867
|
)
|
(26,377,382
|
)
|
(5,670,908
|
)
|
(25,382,442
|
)
|
Income tax benefit
|
|
|
|
2,595,673
|
|
|
|
2,342,486
|
|
Net Loss
|
|
$
|
(4,037,867
|
)
|
$
|
(23,781,709
|
)
|
$
|
(5,670,908
|
)
|
$
|
(23,039,956
|
)
|
Net Loss per Share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.96
|
)
|
$
|
(5.65
|
)
|
$
|
(1.35
|
)
|
$
|
(5.47
|
)
|
Diluted
|
|
$
|
(0.96
|
)
|
$
|
(5.65
|
)
|
$
|
(1.35
|
)
|
$
|
(5.47
|
)
|
See Accompanying Notes to
Consolidated Financial Statements (Unaudited).
3
Table
of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Consolidated
Statements of Comprehensive Income (Loss)
For the Three Months and
Six Months Ended June 30, 2010 and 2009
(Unaudited)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Net loss
|
|
$
|
(4,037,867
|
)
|
$
|
(23,781,709
|
)
|
$
|
(5,670,908
|
)
|
$
|
(23,039,956
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on investment
securities available for sale
|
|
206,622
|
|
(1,187,425
|
)
|
316,758
|
|
(206,520
|
)
|
Reclassification adjustment for gains on
investments available for sale realized in net loss
|
|
(42,906
|
)
|
(1,095,390
|
)
|
(42,906
|
)
|
(1,315,818
|
)
|
Total other comprehensive income (loss), before
tax
|
|
163,716
|
|
(2,282,815
|
)
|
273,852
|
|
(1,522,338
|
)
|
Income taxes related to other comprehensive income
(loss):
|
|
|
|
|
|
|
|
|
|
Unrealized holding (gains) losses on investment
securities available for sale
|
|
(70,251
|
)
|
403,725
|
|
(107,698
|
)
|
70,217
|
|
Reclassification adjustment for gains on
investments available for sale realized in net loss
|
|
14,588
|
|
372,433
|
|
14,588
|
|
447,378
|
|
Total income taxes related to other comprehensive
income (loss)
|
|
(55,663
|
)
|
776,158
|
|
(93,110
|
)
|
517,595
|
|
Total other comprehensive income (loss), net of
tax
|
|
108,053
|
|
(1,506,657
|
)
|
180,742
|
|
(1,004,743
|
)
|
Total comprehensive income (loss)
|
|
$
|
(3,929,814
|
)
|
$
|
(25,288,366
|
)
|
$
|
(5,490,166
|
)
|
$
|
(24,044,699
|
)
|
See Accompanying Notes to
Consolidated Financial Statements (Unaudited).
4
Table
of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Consolidated
Statements of Cash Flows
For the Six Months Ended
June 30, 2010 and 2009
(Unaudited)
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Cash Flows from Operating
Activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(5,670,908
|
)
|
$
|
(23,039,956
|
)
|
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
|
|
|
|
|
|
Provision for loan losses
|
|
3,336,000
|
|
6,068,000
|
|
Depreciation
|
|
784,883
|
|
808,320
|
|
Stock based compensation
|
|
18,152
|
|
13,075
|
|
Goodwill impairment charge
|
|
|
|
19,533,501
|
|
Amortization and (accretion), net
|
|
473,288
|
|
350,527
|
|
Loss on sale and impairment of other real estate
|
|
396,927
|
|
1,490,688
|
|
Loss on sale of other assets
|
|
775
|
|
43,797
|
|
Gain on sales / calls of investment securities
|
|
(42,906
|
)
|
(1,315,818
|
)
|
Earnings on cash surrender value of life insurance
|
|
(264,518
|
)
|
(265,058
|
)
|
Change in:
|
|
|
|
|
|
Loans held for sale
|
|
(229,382
|
)
|
(2,780,782
|
)
|
Accrued income and other assets
|
|
1,151,030
|
|
1,141,850
|
|
Accrued expenses and other liabilities
|
|
(271,938
|
)
|
(1,342,243
|
)
|
Net cash (used in) provided by operating
activities
|
|
(318,597
|
)
|
705,901
|
|
Cash Flows from Investing
Activities:
|
|
|
|
|
|
Net change in loans to customers
|
|
24,267,006
|
|
(4,780,049
|
)
|
Purchase of available for sale securities
|
|
(2,439,000
|
)
|
(136,272,035
|
)
|
Proceeds from sales, calls, maturities and
paydowns of available for sale securities
|
|
57,115,518
|
|
88,770,336
|
|
Purchase of other investments
|
|
|
|
(880,600
|
)
|
Proceeds from sales of other investments
|
|
|
|
447,526
|
|
Property and equipment expenditures
|
|
(128,117
|
)
|
(1,430,840
|
)
|
Improvement of other real estate
|
|
(419,317
|
)
|
(15,668
|
)
|
Proceeds from sales of other real estate and other
assets
|
|
3,241,834
|
|
5,837,334
|
|
Net cash provided by (used in) investing
activities
|
|
81,637,924
|
|
(48,323,996
|
)
|
Cash Flows from Financing
Activities:
|
|
|
|
|
|
Net change in deposits
|
|
(26,049,253
|
)
|
128,367,125
|
|
Advances on FHLB borrowings
|
|
|
|
31,000,000
|
|
Payments on FHLB borrowings
|
|
(5,000,000
|
)
|
(22,200,000
|
)
|
Net cash (used in) provided by financing
activities
|
|
(31,049,253
|
)
|
137,167,125
|
|
Net Increase in Cash and Cash
Equivalents
|
|
50,270,074
|
|
89,549,030
|
|
Cash and Cash Equivalents,
Beginning of Year
|
|
33,391,677
|
|
15,130,136
|
|
Cash and Cash Equivalents, End of
Quarter
|
|
$
|
83,661,751
|
|
$
|
104,679,166
|
|
See Accompanying Notes to
Consolidated Financial Statements (Unaudited).
5
Table
of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Consolidated Statements of
Cash Flows, continued
For the Six Months Ended
June 30, 2010 and 2009
(Unaudited)
Supplemental Disclosures of Cash Flow Information
Noncash transactions:
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
Changes in unrealized gain/loss on investments,
net of tax effect
|
|
$
|
180,742
|
|
$
|
(1,004,743
|
)
|
Transfer of loans to other real estate and other
assets
|
|
$
|
25,071,376
|
|
$
|
4,705,068
|
|
Transfer of other real estate to loans and loans
held for sale
|
|
$
|
435,153
|
|
$
|
|
|
Interest on deposits and borrowings
|
|
$
|
11,473,521
|
|
$
|
14,727,948
|
|
Income tax refunds
|
|
$
|
(111,454
|
)
|
$
|
(848,760
|
)
|
See Accompanying Notes to
Consolidated Financial Statements (Unaudited).
6
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1)
Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and changes in financial position in
conformity with generally accepted accounting principles. The interim financial statements furnished
reflect all adjustments, which are, in the opinion of management, necessary to
a fair statement of the results for the interim periods presented. The interim consolidated financial statements
should be read in conjunction with the Companys Annual Report on Form 10-K for
the year ended December 31, 2009.
(2)
Regulatory Orders
On
September 11, 2009, Atlantic Southern Bank (the Bank), the wholly-owned
subsidiary bank of Atlantic Southern Financial Group, Inc., entered into a
Stipulation and Consent to the Issuance of an Order to Cease and Desist (the Consent
Agreement) with the Federal Deposit Insurance Corporation (the FDIC) and the
Georgia Department of Banking and Finance (the GDBF), whereby the Bank
consented to the issuance of an Order to Cease and Desist (the Order). Under the terms of the Order, the Bank cannot
declare dividends without the prior written approval of the FDIC and the GDBF.
Other material provisions of the order require the Bank to: (i) strengthen
its board of directors oversight of management and operations of the Bank,
(ii) establish a committee consisting of at least four members, three of
which must be independent, to oversee the Banks compliance with the Order,
(iii) maintain specified capital and liquidity ratios, (iv) improve
the Banks lending and collection policies and procedures, particularly with
respect to the origination and monitoring of commercial real estate and
acquisition, development and construction loans, (v) eliminate from its books,
by charge off or collection, all assets classified as loss and 50% of all
assets classified as doubtful, (vi) perform risk segmentation analysis with
respect to concentrations of credit, (vii) receive a brokered deposit waiver
from the FDIC prior to accepting, rolling over or renewing any brokered
deposits and submit a written plan for eliminating its reliance on brokered
deposits, (viii) adopt and implement a policy limiting the use of loan interest
reserves, (ix) formulate and fully implement a written plan and comprehensive
budget for all categories of income and expense, and (x) prepare and submit progress
reports to the FDIC and the GDBF. The FDIC order will remain in effect until
modified or terminated by the FDIC and the GDBF.
The
Bank has continued to serve its customers in all areas including making loans,
establishing lines of credit, accepting deposits and processing banking
transactions. The Banks deposits remain
insured by the FDIC to the maximum limits allowed by law. The FDIC and GDBF did not impose or recommend
any monetary penalties.
As
of the date of this report, the Bank has made the following progress in
complying with the above stated provisions of the Order:
(i)
Since the Order
and throughout 2010, the board of directors participation in the affairs of
the Bank has continued to increase through greater communication with management,
an analysis of management reports to the board, as well as increased committee
activities.
(ii)
The Bank has
formed an oversight committee for the purpose of monitoring the Banks overall
compliance with the Order and this committee meets monthly and reports to the
full board of the Bank at each regularly scheduled board meeting. Although not specifically required by the
Order, the board engaged an independent management consulting firm to conduct
an assessment of Bank management.
(iii)
The Bank developed
a capital plan, which includes reducing expenses to improve earnings,
restructuring the balance sheet to reduce non-performing assets, seeking new
capital and limiting loan growth and will continue to revise the plan
quarterly. The Bank has also reviewed
its written liquidity, contingency funding, and funds management policies. Both the revised capital plan and the revised
liquidity policy have been submitted to the supervisory authorities for review. The
7
Table of
Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Banks Total Risk Based Capital ratio was 5.83% and the Tier 1 Leverage
Ratio was 3.27% at June 30, 2010. The
Banks liquidity ratio at June 30, 2010 was 18.61%.
(iv)
The Bank has
reviewed and revised lending policies to provide additional guidance and
control over the lending functions.
(v)
The Bank has
eliminated from its books all assets or portions of assets classified as Loss
and 50% of all assets or portions of assets classified as Doubtful.
(vi)
The Bank has
and will continue to perform a risk segmentation analysis with respect to
concentrations of credit. Management is limiting credit availability especially
for commercial real estate and acquisition, development and construction loans
and pursuing collection efforts aggressively in an effort to reduce the Banks
exposure to commercial real estate and acquisition, development and
construction, pursuant to the Order.
(vii)
The Bank has
submitted to the supervisory authorities a written plan for eliminating its
reliance on brokered deposits and will not accept, roll over or renew any
brokered deposits unless a waiver has been received from the FDIC. The Bank continues to significantly reduced
its exposure to brokered deposits. Since
June 30, 2008, the Bank has been proactive in reducing brokered deposits by
48.9%, or $197.5 million, while increasing core deposits by $197.6 million
during the same period.
(viii)
The Bank has
adopted a policy limiting the use of interest reserves.
(ix)
A three-year
profit plan has been developed and is updated quarterly and reviewed by the
oversight committee.
(x)
The Bank has
submitted all required progress reports to the appropriate supervisory
authorities.
On
March 26, 2010, the Company entered into a written agreement (the Agreement)
with the Board of Governors of the Federal Reserve System (the Federal Reserve
Board) and the GDBF, pursuant to which the Company is prohibited from
declaring or paying dividends without prior written consent from the
regulators. In addition, pursuant to the
Agreement, without the prior written consent of regulators, the Company is
prohibited from taking dividends, or any other form of payment representing a
reduction of capital, from the Bank; paying interest, principal or other sums
on subordinated debentures and trust preferred securities; incurring,
increasing or guaranteeing any debt; redeeming any shares of the Companys
common stock; and increasing salaries or bonuses paid to executive
officers. All salaries, bonuses and
fees, excluding the reimbursement of expenses valued at less than $500 in the
aggregate per month per executive officer, must be preapproved by the board of
directors on a regular basis. In
appointing any new director or any executive officer, the Company is required
to notify regulatory authorities and comply with restrictions on
indemnification and severance. The
Company will also provide quarterly written progress reports to the Federal
Reserve Board.
Within
60 days of the Agreement, the Company was required to submit to the Federal
Reserve Board a written plan designed to maintain sufficient capital at the
Company, on a consolidated basis, and at the Bank. The Agreement does not contain specific
target capital ratios or specific timelines, but requires that the plan address
the Companys current and future capital requirements, the Banks current and
future capital requirements, the adequacy of the Banks capital taking into
account its risk profile, and the source and timing of additional funds
necessary to fulfill the Companys and the Banks future capital requirements.
(3)
Going Concern
As
a result of the extraordinary effects of what may ultimately be the worst
economic downturn since the Great Depression, the Companys and the Banks
capital have been significantly depleted.
The Company recorded a net loss of $59.2 million in 2009 and continued
in the first half of 2010 in recording a net loss of $5.7 million. These net losses are primarily the result of
significant increases in the provision for loan losses in 2009, the recognition
of goodwill impairment in 2009, the establishment of a valuation allowance
against the Companys deferred tax asset in 2009, a decrease in the Companys
net interest margin due to the loss of interest on non-accrual loans and from
the purchase of low-yielding investment securities during 2009, a significant
increase in
8
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial
Statements
(Unaudited)
the
FDIC quarterly assessment in 2009 and 2010 and increases in other real estate
expenses due to the increase in foreclosed properties in 2009 and 2010. The impact of the current financial crisis in
the U.S. and abroad is having far-reaching consequences and it is difficult to
say at this point when the economy will begin to recover. As a result, it cannot be assured that the
Company will be able to resume profitable operations in the near future, if at
all.
The
Company and the Bank are required by federal regulatory authorities to maintain
adequate levels of capital to support their operations. As part of the Order, the Bank is required to
increase its capital and maintain certain regulatory capital ratios. To comply with the Order, the Bank is
required to have Tier 1 capital in such an amount as to equal or exceed 8% of
the Banks total assets and total risk-based capital in an amount as to equal
or exceed 10% of the Banks risk-weighted assets. At June 30, 2010, the Banks total
capital to risk-weighted assets and ratio of Tier 1 capital to average assets
were 5.83% and 3.27%, respectively. The
Companys existing capital resources may not satisfy the requirements for the
foreseeable future and may not be sufficient to offset any additional problem
assets. Further, should erosion to the
Banks asset quality continue and require significant additional provision for
credit losses, resulting in consistent net operating losses at the Bank, the
Banks capital levels will decline and the Company will need to raise
additional capital to satisfy the Order.
The
Companys ability to raise additional capital will depend on conditions in the
capital markets at that time, which are outside its control, and on its
financial performance. Accordingly, the
Company cannot be certain of its ability to raise additional capital on terms
acceptable to them. The Companys
inability to raise capital or comply with the terms of the Order raises
substantial doubt about its ability to continue as a going concern.
The
Companys Board of Directors is seeking all strategic alternatives to enhance
the stability of the Company, including a capital investment. There can be no assurance, however, that the
Company will be able to comply with the regulatory requirements. In addition, a transaction involving equity
financing, would result in substantial dilution to current stockholders and
could adversely affect the price of the Companys common stock. As a result of the Banks financial
condition, the regulatory authorities are continually monitoring its liquidity
and capital adequacy. Based on their
assessment of the Banks ability to continue to operate in a safe and sound
manner, including its compliance with established capital requirements,
regulatory authorities may take other and further actions, including placing
the Bank into conservatorship or receivership, to protect the interests of
depositors.
The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the discharge
of liabilities in the normal course of business for the foreseeable future, and
do not include any adjustments to reflect the possible future effects on the
recoverability or classification of assets, and the amounts or classification
of liabilities that may result from the outcome of any regulatory action, which
would affect the Companys ability to continue as a going concern. The Companys independent public accountants
have expressed, in their opinion on the Companys consolidated financial
statements as of December 31, 2009, that a substantial doubt exists
regarding the Companys ability to continue as a going concern.
(4)
Net Earnings (Loss) per Share
Basic earnings (loss) per share are
based on the weighted average number of common shares outstanding during the
period while the effects of potential shares outstanding during the period are
included in diluted earnings per share.
Approximately 381,000 shares of options and
warrants were not included in the diluted loss per share computation for the
three and six months ended June 30, 2010 and 2009 as they are
anti-dilutive.
The reconciliation of the amounts
used in the computation of both basic earnings (loss) per share and diluted
earnings (loss) per share for each period is presented as follows:
9
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,037,867
|
)
|
$
|
(23,781,709
|
)
|
$
|
(5,670,908
|
)
|
$
|
(23,039,956
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
4,211,780
|
|
4,211,780
|
|
4,211,780
|
|
4,211,780
|
|
Shares issued from assumed exercise of common
stock equivalents
|
|
|
|
|
|
|
|
|
|
Weighted average number of common and common
equivalent shares outstanding
|
|
4,211,780
|
|
4,211,780
|
|
4,211,780
|
|
4,211,780
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.96
|
)
|
$
|
(5.65
|
)
|
$
|
(1.35
|
)
|
$
|
(5.47
|
)
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
(0.96
|
)
|
$
|
(5.65
|
)
|
$
|
(1.35
|
)
|
$
|
(5.47
|
)
|
(5)
Investment
Securities
Debt and equity securities have been classified in the balance sheet
according to managements intent. All
investments as of June 30, 2010 and December 31, 2009 are classified
as available for sale. The following
table reflects the amortized cost and estimated fair values of the investments:
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
Non-mortgage backed debt securities of :
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
20,511,283
|
|
$
|
11,032
|
|
$
|
|
|
$
|
20,522,315
|
|
U.S. Government sponsored enterprises
|
|
11,065,732
|
|
412,432
|
|
|
|
11,478,164
|
|
State and political subdivisions
|
|
15,259,851
|
|
321,893
|
|
(244,884
|
)
|
15,336,860
|
|
Other investments
|
|
250,000
|
|
2,630
|
|
|
|
252,630
|
|
Total non-mortgage backed debt securities
|
|
47,086,866
|
|
747,987
|
|
(244,884
|
)
|
47,589,969
|
|
Mortgage backed securities
|
|
24,024,508
|
|
707,477
|
|
(6,883
|
)
|
24,725,102
|
|
Equity securities
|
|
39,428
|
|
|
|
(19,936
|
)
|
19,492
|
|
Total
|
|
$
|
71,150,802
|
|
$
|
1,455,464
|
|
$
|
(271,703
|
)
|
$
|
72,334,563
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
Non-mortgage backed debt securities of :
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
57,114,838
|
|
$
|
42,027
|
|
$
|
|
|
$
|
57,156,865
|
|
U.S. Government sponsored enterprises
|
|
27,191,611
|
|
425,213
|
|
|
|
27,616,824
|
|
State and political subdivisions
|
|
15,404,985
|
|
234,535
|
|
(483,685
|
)
|
15,155,835
|
|
Other investments
|
|
250,000
|
|
9,208
|
|
|
|
259,208
|
|
Total non-mortgage backed debt securities
|
|
99,961,434
|
|
710,983
|
|
(483,685
|
)
|
100,188,732
|
|
Mortgage backed securities
|
|
26,028,829
|
|
733,712
|
|
(51,100
|
)
|
26,711,441
|
|
Equity securities
|
|
39,428
|
|
|
|
|
|
39,428
|
|
Total
|
|
$
|
126,029,691
|
|
$
|
1,444,695
|
|
$
|
(534,785
|
)
|
$
|
126,939,601
|
|
The
amortized cost and fair values of pledged securities for public deposits and
for federal funds lines of credit with correspondent banks were as follows:
10
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
June 30,
2010
|
|
December 31,
2009
|
|
Amortized cost
|
|
$
|
22,231,325
|
|
$
|
23,141,062
|
|
Fair value
|
|
$
|
22,487,456
|
|
$
|
23,003,692
|
|
The amortized cost and estimated fair value of
debt securities available for sale at June 30, 2010, by contractual
maturity, are shown below. Expected
maturities for mortgage-backed securities may differ from contractual
maturities because in certain cases borrowers can prepay obligations without
prepayment penalties. Therefore, these
securities are not included in the following maturity summary.
|
|
Amortized Cost
|
|
Estimated
Fair Value
|
|
Non-mortgage backed debt securities:
|
|
|
|
|
|
Due in one year or less
|
|
$
|
20,511,283
|
|
$
|
20,522,315
|
|
Due after one year through five years
|
|
7,616,815
|
|
7,784,982
|
|
Due after five years through ten years
|
|
6,886,157
|
|
7,130,702
|
|
Due after ten years
|
|
12,072,611
|
|
12,151,970
|
|
Total non-mortgage backed debt securities
|
|
$
|
47,086,866
|
|
$
|
47,589,969
|
|
The fair value is established by an independent pricing service as of
the approximate dates indicated. The
differences between the amortized cost and fair value reflect current interest
rates and represent the potential loss (or gain) had the portfolio been
liquidated on that date. Security losses
(or gains) are realized only in the event of dispositions prior to maturity.
Information
pertaining to securities with gross unrealized losses, aggregated by investment
category and length of time that individual securities have been in a
continuous unrealized loss position, follows:
|
|
June 30, 2010
|
|
|
|
Less Than Twelve Months
|
|
More Than Twelve Months
|
|
Securities Available for Sale
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Non-mortgage backed debt securities of:
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
U.S. Government sponsored enterprises
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
(691
|
)
|
346,031
|
|
(244,193
|
)
|
3,754,373
|
|
Total non-mortgage backed debt securities
|
|
(691
|
)
|
346,031
|
|
(244,193
|
)
|
3,754,373
|
|
Mortgage backed securities
|
|
(6,883
|
)
|
2,431,981
|
|
|
|
|
|
Equity securities
|
|
(19,936
|
)
|
19,492
|
|
|
|
|
|
Total
|
|
$
|
(27,510
|
)
|
$
|
2,797,504
|
|
$
|
(244,193
|
)
|
$
|
3,754,373
|
|
11
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
December 31, 2009
|
|
|
|
Less Than Twelve Months
|
|
More Than Twelve Months
|
|
Securities Available for Sale
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Non-mortgage backed debt securities of:
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
U.S. Government sponsored enterprises
|
|
|
|
|
|
|
|
|
|
State and political subdivisions
|
|
(6,966
|
)
|
2,466,046
|
|
(476,719
|
)
|
4,814,097
|
|
Total non-mortgage backed debt securities
|
|
(6,966
|
)
|
2,466,046
|
|
(476,719
|
)
|
4,814,097
|
|
Mortgage backed securities
|
|
(51,100
|
)
|
7,799,758
|
|
|
|
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(58,066
|
)
|
$
|
10,265,804
|
|
$
|
(476,719
|
)
|
$
|
4,814,097
|
|
Management evaluates
securities for other-than-temporary impairment at least on a quarterly basis,
and more frequently when economic or market concerns warrant such evaluation.
Consideration is given to (1) the length of time and the extent to which
the fair value has been less than cost, (2) the financial condition and
near-term prospects of the issuer, and (3) the intent and ability of the
Company to retain its investment in the issuer for a period of time sufficient
to allow for any anticipated recovery in fair value.
At June 30, 2010,
fourteen debt securities had unrealized losses with aggregate depreciation of
0.35% from the Companys amortized cost basis.
In analyzing an issuers financial condition, management considers
whether the securities are issued by the federal government or its agencies,
whether downgrades by bond rating agencies have occurred, and industry analysts
reports. As management has the ability and intent to hold debt securities until
maturity, or for the foreseeable future if classified as available for sale and
it is more likely than not that the Company will not be required to sell these
investments before recovery of their amortized cost basis, no declines are
deemed to be other than temporary.
The following table
summarizes securities disposal activities for the three month and six month
periods ended June 30, 2010 and 2009:
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Proceeds from sales
|
|
$
|
|
|
$
|
37,033,981
|
|
$
|
|
|
$
|
50,771,869
|
|
Proceeds from calls
|
|
13,545,000
|
|
2,339,950
|
|
16,090,000
|
|
2,519,950
|
|
Proceeds from maturities
|
|
22,500,000
|
|
25,490,000
|
|
36,500,000
|
|
27,240,000
|
|
Paydowns
|
|
2,026,584
|
|
4,622,145
|
|
4,525,518
|
|
8,238,517
|
|
Total
|
|
$
|
38,071,584
|
|
$
|
69,486,076
|
|
$
|
57,115,518
|
|
$
|
88,770,336
|
|
|
|
|
|
|
|
|
|
|
|
Gross gains
|
|
$
|
42,906
|
|
$
|
1,153,008
|
|
$
|
42,906
|
|
$
|
1,384,133
|
|
Gross losses
|
|
|
|
|
|
|
|
(10,697
|
)
|
Impairment losses
|
|
|
|
(57,618
|
)
|
|
|
(57,618
|
)
|
|
|
|
|
|
|
|
|
|
|
Net gains of securities
|
|
$
|
42,906
|
|
$
|
1,095,390
|
|
$
|
42,906
|
|
$
|
1,315,818
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
|
|
$
|
372,433
|
|
$
|
|
|
$
|
447,378
|
|
During the second quarter of
2009, the Company recognized an impairment loss of $57,618 on an equity
investment in Silverton Bank, a financial institution that failed during the
quarter. The impairment loss represents
the full amount of the Companys investment in Silverton.
During the second quarter of
2009, the Bank restructured approximately $36 million in U.S. agency and
mortgage backed securities to capture gains on securities prepaying at high
speeds, to offset FDIC special assessment and to shorten the average maturity
of the portfolio.
12
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(6)
Loans
The following is a summary
of the loan portfolio by purpose code categories:
|
|
June 30,
2010
|
|
December 31,
2009
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
43,643,750
|
|
$
|
51,673,928
|
|
Real estate - commercial
|
|
311,001,349
|
|
304,468,535
|
|
Real estate - construction
|
|
204,327,888
|
|
263,270,892
|
|
Real estate - mortgage
|
|
98,808,541
|
|
92,012,553
|
|
Obligations of political subdivisions in the U.S.
|
|
254,396
|
|
294,779
|
|
Consumer
|
|
5,911,741
|
|
6,838,169
|
|
Total loans
|
|
663,947,665
|
|
718,558,856
|
|
Less:
|
|
|
|
|
|
Unearned loan fees
|
|
(165,935
|
)
|
(251,941
|
)
|
Allowance for loan losses
|
|
(19,323,225
|
)
|
(21,478,748
|
)
|
Loans, net
|
|
$
|
644,458,505
|
|
$
|
696,828,167
|
|
The Company considers a
loan to be impaired when it is probable that it will be unable to collect all
amounts due according to the original terms of the loan agreement. Impaired loans include loans which are not
accruing interest and restructured loans which are accruing interest. The Company measures impairment of a loan on
a loan-by-loan basis by either the present value of expected future cash flows
discounted at the loans effective interest rate, the loans obtainable market
price, or the fair value of the collateral if the loan is collateral
dependent. Non-accrual loans are loans
which collection of interest is not probable and all cash flows received are
recorded as reduction in principal.
Restructured loans have modified terms from the original contract that
give the debtor a more manageable arrangement for meeting financial obligations
under their current situation. Amounts
of impaired loans that are not probable of collection are charged off
immediately.
At June 30, 2010 and December 31,
2009, all impaired loans with a related allowance have been evaluated based
upon the fair value of the underlying collateral. Impaired loans without a related allowance
were previously written down to the net realizable value of the collateral or
the collateral was sufficient to ensure no principal loss. At June 30, 2010, the Company had
approximately $57.4 million in impaired loans without a related allowance with
the Company having previously partially charged off approximately $11.1 million
to date to write down the loans to their net realizable value. Impaired loans and related amounts included
in the allowance for loan losses at June 30, 2010 and December 31,
2009 are as follows:
|
|
June 30,
2010
|
|
December 31,
2009
|
|
|
|
Balance
|
|
Allowance
Amount
|
|
Balance
|
|
Allowance
Amount
|
|
Impaired loans with related allowance
|
|
$
|
50,897,156
|
|
$
|
4,012,221
|
|
$
|
3,261,723
|
|
$
|
1,024,001
|
|
Impaired loans without related allowance
|
|
57,427,645
|
|
|
|
112,031,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had $12.3 million and $12.8 million in loans that would be
defined as a troubled debt restructuring (TDR) at June 30, 2010 and at December 31,
2009, respectively. Of those amounts,
$10.5 million and $1.6 million were accruing as of June 30, 2010 and December 31,
2009, respectively, as they were performing in accordance with their restructured
terms. At June 30, 2010, there were
approximately $989 thousand in TDR loans that had a related allowance of
approximately $357 thousand. At December 31,
2009, there were no TDR loans that had a related allowance.
13
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(7) Allowance for Loan Losses
Activity in the allowance for loan losses for the three and six months
ended June 30, 2010 and 2009 is as follows:
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Beginning balance
|
|
$
|
21,148,485
|
|
$
|
11,492,656
|
|
$
|
21,478,748
|
|
$
|
11,671,534
|
|
Add:
|
|
|
|
|
|
|
|
|
|
Provision for possible loan losses
|
|
2,034,000
|
|
5,718,000
|
|
3,336,000
|
|
6,068,000
|
|
Subtotal
|
|
23,182,485
|
|
17,210,656
|
|
24,814,748
|
|
17,739,534
|
|
Less:
|
|
|
|
|
|
|
|
|
|
Loans charged off
|
|
4,029,703
|
|
2,317,177
|
|
5,721,036
|
|
2,911,003
|
|
Recoveries on loans previously charged off
|
|
(170,443
|
)
|
(17,313
|
)
|
(229,513
|
)
|
(82,261
|
)
|
Net loans charged off
|
|
3,859,260
|
|
2,299,864
|
|
5,491,523
|
|
2,828,742
|
|
Balance, end of period
|
|
$
|
19,323,225
|
|
$
|
14,910,792
|
|
$
|
19,323,225
|
|
$
|
14,910,792
|
|
(8) Nonperforming Assets
Nonperforming assets consist
of non-accrual loans, accruing loans 90 days past due, repossessed assets and
other real estate owned. The following summarizes non-performing assets:
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
Accruing loans 90 days past due
|
|
$
|
|
|
$
|
644,920
|
|
Non-accrual loans
|
|
108,324,802
|
|
115,293,553
|
|
Repossessed assets
|
|
10,838
|
|
1,000
|
|
Other real estate owned
|
|
41,720,587
|
|
21,066,480
|
|
Total non-performing assets
|
|
$
|
150,056,227
|
|
$
|
137,005,953
|
|
Nonperforming
assets increased $13.1 million, or 9.53%, from December 31, 2009 to June 30,
2010. Non-accrual loans decreased
approximately $7.0 million from December 31, 2009 to June 30, 2010,
largely due to approximately $25.1 million moving to other real estate owned
and other assets, $5.7 million in partial charge-offs on non-accrual loans and
approximately $4.6 million in pay downs.
During the first six months of 2010, there was approximately $28.4
million in loans moved to non-accrual.
All non-accrual loans are adequately collateralized based on managements
judgment and supported by recent collateral appraisals. Other real estate owned increased $20.7
million from December 31, 2009 to June 30, 2010. This increase is largely due to the addition
of $24.3 million in foreclosed properties and $419 thousand in capitalized improvements
on several foreclosed properties being offset by the sale of $3.6 million in
foreclosed properties resulting in a loss of $51 thousand on these
properties. The Company has written down
$350 thousand for several foreclosed properties based upon updated appraisals.
The
Companys policy is to place loans on non-accrual status when it appears that
the collection of interest in accordance with the terms of the loan is
doubtful. Any loan which becomes 90 days
past due as to principal or interest is automatically placed on
non-accrual. Exceptions are allowed for
90-day past due loans when such loans are well secured and in process of
collection.
14
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
As
of June 30, 2010 and December 31, 2009, the Companys other real
estate owned consisted of the following:
|
|
As of June 30, 2010
|
|
As of December 31, 2009
|
|
|
|
Number of
Properties
|
|
Carrying
Amount
|
|
Number of
Properties
|
|
Carrying
Amount
|
|
1-4 Family residential properties
|
|
23
|
|
$
|
2,313,906
|
|
23
|
|
2,958,213
|
|
Multifamily residential properties
|
|
2
|
|
1,675,096
|
|
2
|
|
238,225
|
|
Nonfarm nonresidential properties
|
|
14
|
|
9,738,879
|
|
13
|
|
8,994,372
|
|
Farmland properties
|
|
2
|
|
950,604
|
|
|
|
|
|
Construction & land development
properties
|
|
51
|
|
27,042,102
|
|
35
|
|
8,875,670
|
|
Total
|
|
92
|
|
$
|
41,720,587
|
|
73
|
|
21,066,480
|
|
All
properties are being actively marketed for sale and management is continuously
monitoring these properties in order to minimize any losses.
Other
real estate owned is defined as real estate acquired through or in lieu of
foreclosure. At the time of foreclosure,
an appraisal is obtained on the real estate.
All other real estate owned properties are initially recorded at fair
value, less estimated cost to sell. If
the fair value less estimated costs to sell at the time of foreclosure is less
than the loan balance, the deficiency is charged against the allowance for loan
losses. An updated appraisal is ordered
on each anniversary if the property is owned for more than one year. If the fair value of the other real estate
owned, less estimated costs to sell at the time of foreclosure, decreases
during the holding period, the other real estate owned is written down with a
charge to noninterest expense. When the
other real estate owned is sold, a gain or loss is recognized on the sale for
the difference between the sales proceeds and the carrying amount of the other
real estate owned.
(9) Shareholders
Equity
On
June 11, 2010, the Company amended its Articles of Incorporation to
increase the total number of authorized shares of common stock from 10 million
shares to 110 million shares. The
amendment to the Companys Articles of Incorporation was approved by the board
of directors on March 18, 2010 and by shareholders of the Company at the
Annual Meeting of Shareholders on June 8, 2010, in accordance with
O.C.G.A. 14-2-1003.
The
Company granted restricted stock for 68,965 shares to Edward P. Loomis, Jr.,
President of the Bank. The stock will be
vested in installments over a period of four years. All shares of restricted stock will be held
by the Company until the conditions are satisfied. All shares are nonvested as of June 30,
2010. Compensation expense totaling
$6,250 was recognized during the second quarter of 2010 in connection with
restricted stock.
(10)
Fair
Value Measurements and Disclosures
Fair
value measurements are determined based on the assumptions that market
participants would use in pricing the asset or liability. As a basis for considering market participant
assumptions in fair value measurements, generally accepted accounting
principles establish a fair value hierarchy that distinguishes between market
participant assumptions based on market data obtained from sources independent
of the reporting entity (observable inputs that are classified within Levels 1
and 2 of the hierarchy) and the reporting entitys own assumptions about market
participant assumptions (unobservable inputs classified within Level 3 of the
hierarchy).
Fair Value Hierarchy
Level 1 Valuation is based
upon quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access.
Level 2 Valuation is based
upon quoted prices for similar assets and liabilities in active markets, as
well as inputs that are observable for the asset or liability (other than
quoted prices), such as interest rates, foreign exchange rates, and yield
curves that are observable at commonly quoted intervals.
15
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Level 3 Valuation is
generated from model-based techniques that use at least one significant
assumption based on unobservable inputs for the asset or liability, which are
typically based on an entitys own assumptions, as there is little, if any,
related market activity. In instances
where the determination of the fair value measurement is based on inputs from
different levels of the fair value hierarchy, the level in the fair value
hierarchy within which the entire fair value measurement falls is based on the
lowest level input that is significant to the fair value measurement in its
entirety. The Companys assessment of
the significance of a particular input to the fair value measurement in its
entirety requires judgment, and considers factors specific to the asset or
liability.
Following
is a description of valuation methodologies used for assets and liabilities
recorded or disclosed at fair value:
Cash and Cash Equivalents
For disclosure
purposes for cash, due from banks, federal funds sold and interest-bearing
deposits with other banks, the carrying amount is a reasonable estimate of fair
value.
Securities Available for Sale
- Securities
available-for-sale consist of U.S. Treasury obligations, U.S. government
sponsored enterprises, state and political subdivisions, corporate bonds,
mortgage backed securities and equity securities. They are recorded at fair value on a
recurring basis. Where quoted market
prices are available in an active market, securities are classified within
Level 1 of the valuation hierarchy. If
quoted prices are not available, fair values are measured using independent
pricing models or other model-based valuation techniques such as the present value
of future cash flows, adjusted for the securitys credit rating, prepayment
assumptions and other factors such as credit loss assumptions.
·
U.S. Treasury obligations, U.S. government
sponsored enterprises, corporate bonds, mortgage backed securities and equity
securities are valued primarily using data from an independent third-party
pricing service for similar securities in an active market as applicable. Pricing from the independent third party
service is generally based on quoted prices of similar instruments (including
matrix pricing); these valuations are Level 2 measurements.
·
State and political subdivisions are
generally based on data from an independent third-party pricing service for
similar securities. Where such
comparable data is not available, the Company develops valuations based on
assumptions that are not readily observable in the market place; these
valuations are Level 3 measurements.
Federal Home Loan Bank Stock
For
disclosure purposes, for Federal Home Loan Bank Stock, the carrying value is a
reasonable estimate of fair value.
Loans Held for Sale
- For loans held for sale, the carrying value
is a reasonable estimate of fair value given the short-term nature of the loans
and similarity to what secondary markets are currently offering for portfolios
of loans with similar characteristics.
Therefore, the Company records the loans held for sale as nonrecurring
Level 2.
Loans
- The Company does not
record loans at fair value on a recurring basis. However, from time to time, a loan is
considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment
of interest and principal will not be made in accordance with the contractual
terms of the loan agreement are considered impaired. Once a loan is identified as individually
impaired, management measures impairment based on the present value of expected
future cash flows discounted at the loans effective interest rate, except that
as a practical expedient, a creditor may measure impairment based on a loans
observable market price, or the fair value of the collateral if repayment of
the loan is dependent upon the sale of the underlying collateral. Those impaired loans not requiring an
allowance represent loans for which the fair value of the expected repayments
or collateral exceed the recorded investments in such loans. At December 31, 2009 and 2008,
substantially all of the total impaired loans were evaluated based on the fair
value of the collateral. Impaired loans
where an allowance is established based on the fair value of collateral require
classification in the fair value hierarchy.
When the fair value of the collateral is based on an observable market
price or a current appraised value, the Company records the impaired loan as
nonrecurring Level 2. When an appraised
value is not available or management determines the fair value of the
collateral is further impaired below the appraised value and there is no
observable market price, the Company records the impaired loan as nonrecurring
Level 3.
16
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
For
disclosure purposes, the fair value of fixed rate loans which are not
considered impaired is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings. For unimpaired variable
rate loans, the carrying amount is a reasonable estimate of fair value for
disclosure purposes.
Cash Surrender Value of Life Insurance
For
disclosure purposes, for cash surrender value of life insurance, the carrying
value is a reasonable estimate of fair value.
Goodwill and Other Intangible Assets
- Goodwill and
identified intangible assets are subject to impairment testing. A current market valuation method is used to
analyze the carrying value of goodwill for impairment. This valuation method estimates the fair
value of the Bank based on the price that would be received to sell the Bank as
a whole in an orderly transaction between market participants at the
measurement date. This valuation method
requires a significant degree of management judgment. In the event the valuation value for the Bank
is less than the carrying value of goodwill, the asset amount is recorded at fair
value as determined by the valuation model.
As such, the Company classifies goodwill and other intangible assets
subjected to nonrecurring fair value adjustments as Level 3.
Other Real Estate Owned
Other real
estate is adjusted to fair value upon transfer of the loans to other real
estate. Subsequently, other real estate
is carried at the lower of carrying value or fair value. Fair value is based upon independent market prices,
appraised values of the collateral or managements estimation of the value of
the collateral. When the fair value of
the collateral is based on an observable market price or a current appraised
value, the Company records the other real estate as nonrecurring Level 2. When an appraised value is not available or
management determines the fair value of the collateral is further impaired
below the appraised value and there is no observable market prices, the Company
records the other real estate as nonrecurring Level 3.
Deposits
For disclosure purposes,
the fair value of demand deposits, savings accounts and certain money market
deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity time
deposits is estimated by discounting the future cash flows using the rates
currently offered for deposits of similar remaining maturities.
FHLB Advances
For
disclosure purposes, the fair value of the Banks fixed rate borrowings is
estimated using discounted cash flows, based on the Banks current incremental
borrowing rates for similar types of borrowing arrangements. For variable rate borrowings, the carrying
amount is a reasonable estimate of fair value.
Subordinated Debentures
For
disclosure purposes, for subordinated debentures, the carrying value is a
reasonable estimate of fair value.
Junior Subordinated Debentures
For
disclosure purposes, the fair value of the Banks junior subordinated
debentures is estimated using quoted market prices. If quoted market prices are not available,
fair values are estimated using discounted future cash flow analyses based on
current interest rates, liquidity and credit spreads.
Commitments to Extend Credit and Standby Letters of
Credit
Because commitments to extend credit and standby
letters of credit are generally short-term and at variable rates, the contract
value and estimated fair value associated with these instruments are
immaterial.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The
table below presents the recorded amount of assets and liabilities measured at
fair value on a recurring basis at June 30, 2010 and December 31,
2009.
17
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
As of June 30,
|
|
|
|
2010
|
|
Assets
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Debt securities available-for-sale
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
20,522,315
|
|
$
|
|
|
$
|
20,522,315
|
|
$
|
|
|
U.S. government sponsored enterprises
|
|
11,478,164
|
|
|
|
11,478,164
|
|
|
|
State and political subdivisions
|
|
15,336,860
|
|
|
|
14,544,906
|
|
791,954
|
|
Other investments
|
|
252,630
|
|
|
|
252,630
|
|
|
|
Mortgage backed securities
|
|
24,725,102
|
|
|
|
24,725,102
|
|
|
|
Total debt securities available-for-sale
|
|
72,315,071
|
|
|
|
71,523,117
|
|
791,954
|
|
Equity securities available-for-sale
|
|
19,492
|
|
|
|
19,492
|
|
|
|
Total available-for-sale securities
|
|
$
|
72,334,563
|
|
$
|
|
|
$
|
71,542,609
|
|
$
|
791,954
|
|
|
|
As of December 31,
|
|
|
|
2009
|
|
Assets
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Debt securities available-for-sale
|
|
|
|
|
|
|
|
|
|
U.S. Treasury obligations
|
|
$
|
57,156,865
|
|
$
|
|
|
$
|
57,156,865
|
|
$
|
|
|
U.S. government sponsored enterprises
|
|
27,616,824
|
|
|
|
27,616,824
|
|
|
|
State and political subdivisions
|
|
15,155,835
|
|
|
|
15,155,835
|
|
|
|
Other investments
|
|
259,208
|
|
|
|
259,208
|
|
|
|
Mortgage backed securities
|
|
26,711,441
|
|
|
|
26,711,441
|
|
|
|
Total debt securities available-for-sale
|
|
126,900,173
|
|
|
|
126,900,173
|
|
|
|
Equity securities available-for-sale
|
|
39,428
|
|
|
|
39,428
|
|
|
|
Total available-for-sale securities
|
|
$
|
126,939,601
|
|
$
|
|
|
$
|
126,939,601
|
|
$
|
|
|
During
the second quarter of 2010, the Companys independent third-party pricing
service changed its methodology for one of its state and political subdivision
securities. Therefore, the level of
measurement techniques to evaluate this security available-for-sale changed
from a Level 2 category to a Level 3 category since there was no readily
observable assumptions in the market place and valuation was determined from
other model-based techniques.
Assets Recorded at Fair Value on a Nonrecurring Basis
The
Company may be required, from time to time, to measure certain assets at fair
value on a nonrecurring basis in accordance with U.S. generally accepted
accounting principles. These include
assets that are measured at the lower of cost or market that were recognized at
fair value below cost at the end of the period.
Assets measured at fair value on a nonrecurring basis are included in
the table below at June 30, 2010 and December 31, 2009.
|
|
As of June 30,
|
|
|
|
2010
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
104,944,654
|
|
$
|
|
|
$
|
104,944,654
|
|
$
|
|
|
Loans held for sale
|
|
1,453,490
|
|
|
|
1,453,490
|
|
|
|
Other real estate owned
|
|
41,720,587
|
|
|
|
41,720,587
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
148,118,731
|
|
$
|
|
|
$
|
148,118,731
|
|
$
|
|
|
18
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
|
|
As of December 31,
|
|
|
|
2009
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
125,166,754
|
|
$
|
|
|
$
|
125,166,754
|
|
$
|
|
|
Loans held for sale
|
|
1,089,108
|
|
|
|
1,089,108
|
|
|
|
Other real estate owned
|
|
21,066,480
|
|
|
|
21,066,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value
|
|
$
|
147,322,342
|
|
$
|
|
|
$
|
147,322,342
|
|
$
|
|
|
The carrying amount and estimated fair values of
the Companys assets and liabilities which are required to be either disclosed
or recorded at fair value at June 30, 2010 and December 31, 2009 are as
follows:
|
|
June 30, 2010
|
|
December 31, 2009
|
|
|
|
Carrying
|
|
Estimated
|
|
Carrying
|
|
Estimated
|
|
|
|
Amount
|
|
Fair Value
|
|
Amount
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
83,661,751
|
|
$
|
83,661,751
|
|
$
|
33,391,677.00
|
|
$
|
33,391,677
|
|
Securities available for sale
|
|
72,334,563
|
|
72,334,563
|
|
126,939,601
|
|
126,939,601
|
|
Federal Home Loan Bank Stock
|
|
4,316,800
|
|
4,316,800
|
|
4,316,800
|
|
4,316,800
|
|
Loans held for sale
|
|
1,453,490
|
|
1,453,490
|
|
1,089,108
|
|
1,089,108
|
|
Loans, net
|
|
644,458,505
|
|
644,789,196
|
|
696,828,167
|
|
698,284,092
|
|
Cash surrender value of life insurance
|
|
13,275,536
|
|
13,275,536
|
|
13,011,018
|
|
13,011,018
|
|
Other real estate owned
|
|
41,720,587
|
|
41,720,587
|
|
21,066,480
|
|
21,066,480
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
835,107,635
|
|
838,854,327
|
|
861,156,888
|
|
866,219,696
|
|
FHLB borrowings
|
|
34,000,000
|
|
34,990,692
|
|
39,000,000
|
|
39,984,264
|
|
Subordinated debentures
|
|
1,400,000
|
|
1,400,000
|
|
1,400,000
|
|
1,400,000
|
|
Junior subordinated debentures
|
|
10,310,000
|
|
1,811,364
|
|
10,310,000
|
|
10,310,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limitations
- Fair value estimates are
made at a specific point in time, based on relevant market information and
information about the financial statement elements. These estimates are subjective in nature and
involve uncertainties and matters of significant judgment and therefore cannot
be determined with precision. Changes in
assumptions could significantly affect the estimates.
Fair value estimates are based on existing on- and off-balance sheet
financial instruments without attempting to estimate the value of anticipated
future business and the fair value of assets and liabilities that are not
required to be recorded or disclosed at fair value like the mortgage banking
operation, brokerage network and premises and equipment.
(11)Regulatory
Matters
The
Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimal
capital requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the consolidated financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
the Bank must meet specific capital guidelines that involve quantitative
measures of assets, liabilities and certain off-balance sheet items as
calculated under regulatory accounting practices. The Companys and the
Banks capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings and other
factors.
In
addition, quantitative measures established by regulations to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios (set forth
below in the table) of total and Tier I capital (as defined in the regulations)
to risk-weighted assets (as defined in the regulations), and of Tier I capital
(as defined in the regulations) to average assets (as defined in the
regulations). To comply with the Order, the Bank is required to
19
Table of Contents
ATLANTIC SOUTHERN
FINANCIAL GROUP, INC.
Notes to Consolidated Financial Statements
(Unaudited)
have
Tier 1 capital in such an amount as to equal or exceed 8% of the Banks total
assets and total risk-based capital as to equal or exceed 10% of the Banks
risk-weighted assets. As of June 30,
2010, the Banks ratio of total capital to risk-weighted assets and ratio of
Tier 1 Capital to risk-weighted assets were 5.83% and 4.36%, respectively. The Company and the Bank were considered significantly
undercapitalized by bank regulatory authorities as of June 30, 2010 and undercapitalized
as of December 31, 2009. As a
result, on March 26, 2010, the Bank received a Notification of Prompt
Corrective Action from the FDIC and, in accordance with Section 325.104 of the
FDIC Rules and Regulations, the Bank was required, among other things, to file
a written capital restoration plan with the FDIC.
The
Companys and the Banks actual capital amounts and ratios as of June 30, 2010
and December 31, 2009 follow:
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well Capitalized
|
|
|
|
|
|
|
|
For Capital
|
|
Under Prompt Corrective
|
|
|
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Risk-Based Capital
To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
41,275,000
|
|
5.90
|
%
|
$
|
55,966,102
|
|
>
|
|
8.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
40,795,000
|
|
5.83
|
%
|
55,979,417
|
|
>
|
|
8.0
|
%
|
69,974,271
|
|
>
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital To Risk
Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
28,788,000
|
|
4.11
|
%
|
$
|
28,017,518
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
30,522,000
|
|
4.36
|
%
|
28,001,835
|
|
>
|
|
4.0
|
%
|
42,002,752
|
|
>
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital To Average
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
28,788,000
|
|
3.08
|
%
|
$
|
37,387,013
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
30,522,000
|
|
3.27
|
%
|
37,335,780
|
|
>
|
|
4.0
|
%
|
46,669,725
|
|
>
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Risk-Based Capital
To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
47,485,000
|
|
6.28
|
%
|
$
|
60,490,446
|
|
>
|
|
8.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
46,763,000
|
|
6.19
|
%
|
60,436,834
|
|
>
|
|
8.0
|
%
|
75,546,042
|
|
>
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital To Risk
Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
36,490,000
|
|
4.83
|
%
|
$
|
30,219,462
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
35,771,000
|
|
4.73
|
%
|
30,250,317
|
|
>
|
|
4.0
|
%
|
45,375,476
|
|
>
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I Capital To Average
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
36,490,000
|
|
3.44
|
%
|
$
|
42,430,233
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
35,771,000
|
|
3.37
|
%
|
42,458,160
|
|
>
|
|
4.0
|
%
|
53,072,700
|
|
>
|
|
5.0
|
%
|
(12)Accounting Standards Updates
In
January 2010, the FASB issued Accounting Standards Update No. 2010-01,
Accounting for Distributions to Shareholders with Components of Stock
and Cash
(ASU No. 2010-01).
ASU No. 2010-01 provides guidance on the accounting for distributions
offering shareholders the choice of receiving cash or stock. Under such guidance, the stock portion of the
distribution is not considered to be a stock dividend, and for purposes of
calculating earnings per share it is deemed a new share issuance not requiring
retroactive restatement. This guidance
is effective for the
20
Table of Contents
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
Notes to Consolidated
Financial Statements
(Unaudited)
first
reporting period, including interim periods, ending after December 15,
2009. It is not expected to have a
material impact on the Companys results of operations, financial position or
disclosures.
In
January 2010, the FASB issued Accounting Standards Update No. 2010-04,
Technical Corrections to SEC Paragraphs
(ASU No. 2010-04). It is not expected to have an impact on the
Company.
In
January 2010, the FASB issued Accounting Standards Update No. 2010-06,
Improving Disclosures about Fair Value Measurements
(ASU
No. 2010-06). ASU No. 2010-06 amends
FASB ASC Topic 820-10-50,
Fair Value Measurements
and Disclosures
, to require additional information to be disclosed
principally regarding Level 3 measurements and transfers to and from Level 1
and 2. In addition, enhanced disclosure
is required concerning inputs and valuation techniques used to determine Level
2 and Level 3 measurements. This
guidance is generally effective for interim and annual reporting periods
beginning after December 15, 2009; however, requirements to disclose separately
purchases, sales, issuances, and settlements in the Level 3 reconciliation are
effective for fiscal years beginning after December 15, 2010 (and for interim
periods within such years). ASU No.
2010-06 is not expected to have a material impact on the Companys results of
operations or financial position, and will have a minimal impact on its
disclosures.
In
February 2010, the FASB issued Accounting Standards Update No. 2010-09,
Amendments to Certain Recognition and Disclosure Requirements
(ASU No. 2010-09). ASU No. 2010-09
amends FASB ASC Subtopic 855-10,
Subsequent Events
,
to remove the requirement for an SEC filer to disclose the date through which
subsequent events have been evaluated in both issued and revised financial
statements. This change alleviates
potential conflicts between ASC Subtopic 855-10 and the SECs
requirements. ASU No. 2010-09 is not
expected to have a material impact on the Company.
In
April 2010, the FASB issued Accounting Standards Update No. 2010-18,
Effect of a Loan Modification When the Loan Is Part of a Pool That Is
Accounted for as a Single Asset
(ASU No. 2010-18). ASU No. 2010-18 provides guidance on the
accounting for loan modifications when the loan is part of a pool of loans
accounted for as a single asset such as acquired loans that have evidence of
credit deterioration upon acquisition that are accounted for under the guidance
in ASC 310-30. ASU No. 2010-18 addresses
diversity in practice on whether a loan that is part of a pool of loans
accounted for as a single asset should be removed from that pool upon a
modification that would constitute a troubled debt restructuring or remain in
the pool after modification. ASU No.
2010-18 clarifies that modifications of loans that are accounted for within a
pool under ASC 310-30 do not result in the removal of those loans from the pool
even if the modification of those loans would otherwise be considered a
troubled debt restructuring. An entity
will continue to be required to consider whether the pool of assets in which
the loan is included is impaired if the expected cash flows for the pool
change. The amendments in this update do
not require any additional disclosures and are effective for modifications of
loans accounted for within pools under ASC 310-30 occurring in the first
interim or annual period ending on or after July 15, 2010. ASU 2010-18 is not expected to have a
material impact on the Companys results of operations, financial position or
disclosures.
21
Table of Contents
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
For Each of the Three Months
and Six Months in the Period Ended
June 30, 2010 and 2009
The
following discussion of financial condition as of June 30, 2010 compared to December
31, 2009, and the results of operations for the three months and six
months ended June 30, 2010 compared
to the three months and six months ended June 30, 2009 should be read in
conjunction with the condensed financial statements and accompanying footnotes
appearing in this report.
Advisory Note Regarding Forward-Looking Statements
The statements contained in this report
on Form 10-Q that are not historical facts are forward-looking statements
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995. We caution readers of this
report that such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements to be materially different from those expressed or implied by
such forward-looking statements.
Although we believe that our expectations of future performance is based
on reasonable assumptions within the bounds of our knowledge of our business
and operations, there can be no assurance that actual results will not differ
materially from our expectations.
Factors which could cause actual results
to differ from expectations include, among other things:
·
Deterioration in the condition of borrowers resulting in
significant increase in loan losses and provisions for those losses;
·
the potential that loan charge-offs may exceed the allowance for
loan losses or that such allowance will be increased as a result of factors
beyond our control or the failure of assumptions underlying the establishment
of reserves for possible loan losses;
·
changes in loan underwriting, credit review or loss reserve
policies associated with economic conditions, examination conclusions, or
regulatory developments;
·
our dependence on senior management;
·
competition from existing financial institutions, including
commercial banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies, money market
and other mutual funds, operating in our market areas and elsewhere, including
institutions operating regionally, nationally and internationally, together
with such competitors offering banking products and services by mail, telephone
and the Internet;
·
changes in political and economic conditions, including the
political and economic effects of the current economic downturn and other major
developments, including the ongoing war on terrorism and potential adverse
conditions in the stock market, the public debt market, and other capital
markets (including changes in interest rate conditions);
·
changes in deposit rates, the net interest margin, and funding
sources;
·
inflation, interest rate, market, and monetary fluctuations;
·
risks inherent in making loans including repayment risks and
value of collateral;
·
the strength of the United States economy in general and the
strength of the local economies in which we conduct operations may be different
than expected resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit, including the resultant effect on our
loan portfolio and allowance for loan losses;
·
changes in financial market conditions, either internationally,
nationally or locally in areas in which the Company conducts its operations,
including, without limitation, reduced rates of business formation and growth,
commercial and residential real estate development, and fluctuations in
consumer spending and saving habits;
·
the demand for our products and services;
·
technological changes;
·
the challenges and uncertainties in the implementation of our
expansion and development strategies;
·
the ability to increase market share;
·
the adequacy of expense projections and estimates of impairment
loss;
·
the impact of changes in accounting policies by the Securities
and Exchange Commission;
·
unanticipated regulatory or judicial proceedings;
22
Table of Contents
·
future legislation affecting financial institutions and changes
to governmental monetary and fiscal policies (including without limitation laws
concerning taxes, banking, securities, and insurance);
·
the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors
of the Federal Reserve System;
·
the timely development and acceptance of products and services,
including products and services offered through alternative delivery channels
such as the Internet;
·
other factors described in this report and in other reports we
have filed with the Securities and Exchange Commission; and
·
Our success at managing the risks involved in the foregoing.
Forward-looking statements speak only as of the date
on which they are made. We undertake no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made to reflect the
occurrence of unanticipated events.
Executive Summary and Recent Developments
The Companys total assets
at June 30, 2010, were approximately $911.6 million, which represented a decrease
of approximately $36.8 million, or 3.88%, from December 31, 2009. Net loss of $5.7 million, $1.35 per diluted
share, was recorded for the six months ended June 30, 2010 compared to a net
loss of $23.0 million, or $5.47 per diluted share, for the six months ended
June 30, 2009.
On
September 11, 2009, the Bank consented to the issuance of an Order to Cease and
Desist by the FDIC and the GDBF. Under
the terms of the Order, the Bank cannot declare dividends without the prior
written approval of the FDIC and the GDBF.
Other material provisions of the Order require the Bank to: (i)
strengthen its board of directors oversight of management and operations of
the Bank, (ii) establish a committee consisting of at least four members, three
of which must be independent, to oversee the Banks compliance with the Order,
(iii) maintain specified liquidity ratios, (iv) improve the Banks lending and
collection policies and procedures, particularly with respect to the
origination and monitoring of commercial real estate and acquisition,
development and construction loans, (v) eliminate from its books, by charge off
or collection, all assets classified as loss and 50% of all assets classified
as doubtful, (vi) perform risk segmentation analysis with respect to concentrations
of credit, (vii) receive a brokered deposit waiver from the FDIC prior to
accepting, rolling over or renewing any brokered deposits and submit a written
plan for eliminating its reliance on brokered deposits, (viii) adopt and
implement a policy limiting the use of loan interest reserves, (ix) formulate
and fully implement a written plan and comprehensive budget for all categories
of income and expense, and (x) prepare and submit progress reports to the FDIC
and the GDBF. In addition, pursuant to the
Order, the Bank is required to maintain Tier 1 capital equal to at least 8% of
the Banks total assets and total risk-based capital equal to at least 10% of
the Banks risk-weighted assets. The
FDIC order will remain in effect until modified or terminated by the FDIC and
the GDBF.
On
March 26, 2010, the Company entered into a written agreement with the Federal
Reserve Board and the GDBF, pursuant to which the Company will be prohibited
from declaring or paying dividends without prior written consent from the
regulators. In addition, pursuant to the
Agreement, without the prior written consent of regulators, the Company is
prohibited from taking dividends, or any other form of payment representing a
reduction of capital, from the Bank; paying interest, principal or other sums
on subordinated debentures and trust preferred securities; incurring,
increasing or guaranteeing any debt; redeeming any shares of the Companys
common stock; and increasing salaries or bonuses paid to executive
officers. All salaries, bonuses and
fees, excluding the reimbursement of expenses valued at less than $500 in the
aggregate per month per executive officer, must be preapproved by the Board of
Directors on a regular basis. In
appointing any new director or any executive officer, the Company is required
to notify regulator authorities and comply with restrictions on indemnification
and severance. The Company will also
provide quarterly written progress reports to the Federal Reserve Board.
As
required by the Agreement, the Company provided the Federal Reserve Board with
a written plan designed to maintain sufficient capital at the Company, on a
consolidated basis, and at the Bank.
Although the Agreement did not contain specific target capital ratios or
specific timelines the plan addressed the Companys current and future
23
Table of
Contents
capital
requirements, the Banks current and future capital requirements, the adequacy
of the Banks capital taking into account its risk profile, and the source and
timing of additional funds necessary to fulfill the Companys and the Banks
future capital requirements, as required by the Agreement.
On
March 26, 2010, the Bank received Notification of Prompt Corrective Action
(the Notice), which, pursuant to Section 325.102 of the FDIC Rules and
Regulations, requires the Bank to submit a capital restoration plan within 45
days of receipt of the Notice. In
addition, because the Bank is currently classified as significantly
undercapitalized, in addition to the requirements in the Order, the Bank is
required to adhere to the following restrictions, pursuant to which regulators
may
·
Require sale of securities, or, if grounds
for conservatorship or receivership exist, direct the Bank to merge or be
acquired;
·
Restrict affiliate transactions;
·
Restrict or prohibit all activities that are
determined to pose an excessive risk to the Bank;
·
Require the institution to elect new
directors, dismiss directors or senior executive officers, or employ senior
executive officers to improve management;
·
Prohibit the acceptance of deposits from
correspondent banks;
·
Require holding company divestiture of the
financial institution, bank divestiture of subsidiaries and/or holding company
divestiture of other affiliates; or
·
Require the bank to take any other action the
federal regulator determines will better achieve prompt correction action.
In
addition, without prior regulatory approval, the Bank is required to restrict
the compensation paid to its senior executive officers.
On
February 17, 2010, Michael C. Griffin submitted his resignation as a
director of the Company and of the Bank, effective immediately. On April 14, 2010, Raymond O. Ballard, Jr.
and J. Russell Lipford, Jr. submitted their resignations as a director of
the Company and of the Bank effectively immediately. Messrs. Griffin, Ballard and Lipford
have advised the Company that their resignations were not due to any
disagreement with the Company.
On
April 30, 2010, Gary P. Hall retired as Executive Vice President and Chief
Credit Officer of the Company and of the Bank.
He has agreed to continue to serve the Company and the Bank in a
consulting capacity. Mr. Hall has
advised the Company that his retirement was not due to any disagreement with
the Company.
On
June 11, 2010, the Company amended its Articles of Incorporation to
increase the total number of shares of authorized common stock from 10 million
shares to 110 million shares. The
amendment to the Companys Articles of Incorporation was approved by the board
of directors on March 18, 2010 and by shareholders of the Company at the
Annual Meeting of Shareholders on June 8, 2010.
On
June 17, 2010, the Company appointed J. Randall Griffin as Senior Vice
President and Chief Credit Officer of the Bank.
The FDIC approved Mr. Griffins appointment on May 21,
2010. In his role as Chief Credit
Officer, he will maintain and develop all lending operations, manage the
Special Assets Division and credit function and develop loan policies and
procedures to ensure the overall quality of the Banks lending portfolio.
24
Table of
Contents
Financial
Condition
The
composition of assets and liabilities for the Company is as follows:
|
|
June 30,
|
|
December 31,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Total cash and cash
equivalents
|
|
$
|
83,662
|
|
$
|
33,392
|
|
$
|
50,270
|
|
150.55
|
%
|
Securities available
for sale
|
|
72,335
|
|
126,940
|
|
(54,605
|
)
|
-43.02
|
%
|
Loans, net of unearned
income
|
|
663,782
|
|
718,307
|
|
(54,525
|
)
|
-7.59
|
%
|
Cash surrender value of
life insurance
|
|
13,276
|
|
13,011
|
|
265
|
|
2.04
|
%
|
Intangible assets, net
of amortization
|
|
2,368
|
|
2,549
|
|
(181
|
)
|
-7.10
|
%
|
Other real estate owned
|
|
41,721
|
|
21,066
|
|
20,655
|
|
98.05
|
%
|
Total assets
|
|
911,587
|
|
948,380
|
|
(36,793
|
)
|
-3.88
|
%
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
835,108
|
|
861,157
|
|
(26,049
|
)
|
-3.02
|
%
|
FHLB advances
|
|
34,000
|
|
39,000
|
|
(5,000
|
)
|
-12.82
|
%
|
Subordinated debentures
|
|
1,400
|
|
1,400
|
|
|
|
|
|
Junior subordinated
debentures
|
|
10,310
|
|
10,310
|
|
|
|
|
|
Accrued expenses and
other liabilities
|
|
2,560
|
|
1,896
|
|
664
|
|
35.02
|
%
|
Total liabilities
|
|
887,420
|
|
918,741
|
|
(31,321
|
)
|
-3.41
|
%
|
|
|
|
|
|
|
|
|
|
|
Loan to Deposit Ratio
|
|
79.48
|
%
|
83.41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
changes in the composition of assets include the increase in total cash and
cash equivalents of $50.3 million which was primarily due to the maturities,
calls and paydowns of securities of $57.1 million and to the payoffs of loans
from customers of approximately $24.3 million.
This increase in total cash and cash equivalents was reduced by the
payout of $26.0 million of deposits, mostly maturing wholesale time deposits,
and by the $5.0 million pay off of a maturing Federal Home Loan Bank
advance. The Company invested
approximately $2.5 million in securities during the second quarter of 2010.
Other
significant changes in the composition of assets were the decrease in loans
followed by the increase in other real estate owned during the first six months
of 2010. The Company had approximately
$5.7 million in loans charged off during the first six months of 2010 along
with approximately $25.1 million moving to other real estate owned and to other
assets.
The
most significant change in the composition of liabilities was the decrease in
deposits, which decreased approximately $26.0 million. Savings accounts had a small increase of
approximately $253 thousand while non-interest bearing deposits, money market
and NOW accounts and time deposits decreased $26.3 million. Time deposits, including wholesale and core
deposits, are our principal source of funds for loans and investing in securities. Local retail time deposits at June 30,
2010, increased approximately $23.2 million since December 31, 2009 due to
managements efforts to increase core deposits and to continue reducing the
Banks reliance on brokered deposits.
The Company was able to decrease brokered deposits at June 30, 2010
by approximately $30.1 million compared to December 31, 2009 primarily due
to its ability to replace them with retail deposits obtained both locally and
through a national rate-listing service.
Due
to our strong loan demand in the past, we chose to obtain a portion of our
deposits from outside of our market. The deposits obtained outside of our
market area generally have lower rates than rates being offered for
certificates of deposits in our local market.
We have also utilized out-of-market deposits in certain instances to
obtain longer term deposits than are readily available in our local
market. Our brokered time deposits represented
24.68% of our deposits as of June 30, 2010 when compared to 27.43% of our
deposits as of December 31, 2009.
25
Table of
Contents
In
the past, the Bank has relied heavily on brokered deposits. Pursuant to the Order and FDIC regulations,
as a result of our significantly-undercapitalized status, we are unable to
accept, renew or roll over brokered deposits absent a waiver from the
FDIC. Accordingly, management has
instituted an aggressive retail deposit marketing campaign both locally and
through a national rate-listing service to replace the brokered deposits as
they mature.
Investment
Securities
Securities
in our portfolio totaled $72.3 million at June 30, 2010, compared to
$126.9 million at December 31, 2009.
The decrease in the securities portfolio has resulted from the calls of
approximately $16.1 million in U.S. government sponsored enterprises and state,
county and municipal bonds, the maturity of $36.5 million in U.S. Treasury
securities and the paydowns of approximately $4.5 million in mortgage-backed
securities. The Company purchased
approximately $2.5 million in mortgage-backed securities during the second
quarter of 2010. At June 30, 2010,
the securities portfolio had unrealized net gains of approximately $1.2
million.
The
following table shows the carrying value of the investment securities at June 30,
2010 and December 31, 2009.
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Dollars in Thousands)
|
|
Securities available
for sale:
|
|
|
|
|
|
U. S. Treasury
securities
|
|
$
|
20,523
|
|
$
|
57,157
|
|
U. S. Government
sponsored enterprises
|
|
11,478
|
|
27,617
|
|
State and political
subdivisions
|
|
15,337
|
|
15,156
|
|
Mortgage-backed
securities
|
|
24,725
|
|
26,711
|
|
Other Investments
|
|
272
|
|
299
|
|
Total
|
|
$
|
72,335
|
|
$
|
126,940
|
|
The
following table summarizes securities disposal activities for the three and six
month periods ended June 30, 2010 and 2009:
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
|
|
(Dollars in Thousands)
|
|
(Dollars in Thousands)
|
|
Proceeds from sales
|
|
$
|
|
|
$
|
37,034
|
|
$
|
|
|
$
|
50,772
|
|
Proceeds from calls
|
|
13,545
|
|
2,340
|
|
16,090
|
|
2,520
|
|
Proceeds from
maturities
|
|
22,500
|
|
25,490
|
|
36,500
|
|
27,240
|
|
Paydowns
|
|
2,027
|
|
4,622
|
|
4,526
|
|
8,238
|
|
Total
|
|
$
|
38,072
|
|
$
|
69,486
|
|
$
|
57,116
|
|
$
|
88,770
|
|
|
|
|
|
|
|
|
|
|
|
Gross gains
|
|
$
|
43
|
|
$
|
1,153
|
|
$
|
43
|
|
$
|
1,384
|
|
Gross losses
|
|
|
|
|
|
|
|
(11
|
)
|
Impairment losses
|
|
|
|
(58
|
)
|
|
|
(58
|
)
|
Net gains of securities
|
|
$
|
43
|
|
$
|
1,095
|
|
$
|
43
|
|
$
|
1,315
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
|
|
$
|
372
|
|
$
|
|
|
$
|
447
|
|
26
Table of
Contents
Loans
Total loans, net of unearned income decreased
approximately $54.5 million, or 7.59%, at June 30, 2010, from December 31,
2009 as management has made an effort to limit loan growth in order to preserve
capital for the Company. Also, total
loans have decreased due to approximately $5.7 million in loans being charged
off and approximately $25.1 million in loans being transferred to other real
estate owned and other assets during the first six months of 2010. Management is limiting credit availability
especially for commercial real estate and acquisition, development and construction
loans and pursuing collection efforts aggressively in an effort to reduce the
Banks exposure to commercial real estate and acquisition, development and
construction, pursuant to the Order. The
following table presents a summary of the loan portfolio by category.
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Amounts in Thousands)
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
43,644
|
|
$
|
51,674
|
|
Real estate -
commercial
|
|
311,001
|
|
304,468
|
|
Real estate -
construction
|
|
204,328
|
|
263,271
|
|
Real estate - mortgage
|
|
98,809
|
|
92,013
|
|
Obligations of
political subdivisions in the U.S.
|
|
254
|
|
295
|
|
Consumer
|
|
5,912
|
|
6,838
|
|
Total loans
|
|
663,948
|
|
718,559
|
|
Less:
|
|
|
|
|
|
Unearned loan fees
|
|
(166
|
)
|
(252
|
)
|
Allowance for loan
losses
|
|
(19,323
|
)
|
(21,479
|
)
|
Loans, net
|
|
$
|
644,459
|
|
$
|
696,828
|
|
At
June 30, 2010, the Company had twenty-two loans with outstanding balances
totaling $65.3 million with loan-funded interest reserves. The amount of capitalized interest from
interest reserves for 2010 was $937 thousand.
Pursuant
to the Order, the Bank adopted and implemented a policy limiting the use of
loan interest reserves. This policy
confines the use of interest reserves to properly underwritten construction and
development loans where development or building plans have specific timetables
that commence within a reasonable time of the loans approval and that include
realistic timetables.
With
respect to accounting for interest reserves on loans, interest that has been
added to the balance of a loan through the use of an interest reserve should
not be recognized as income if its collectability is not reasonably
assured. The accrual of uncollected
interest and its capitalization into the loan balance will not be appropriate
when the loan becomes troubled and the full collection of contractual principal
and interest is no longer expected.
When
it is determined that the collectability of a loan with an interest reserve
component is not reasonably assured, the loan is placed on non-accruing status
and any unpaid accrued interest is reversed.
The
decision to establish a loan funded interest reserve upon origination of an
acquisition, development or construction loan is determined based on the
feasibility of the project, the creditworthiness of the borrower and
guarantors, and the protection provided by the real estate and other collateral. The total cost of the project, including the
interest reserve, is considered when determining the equity injection required
from the borrower.
Interest
reserves are required on all construction and development loans unless it is
clearly established that the borrower has the capacity to pay the interest
during the initial stages of the development from alternative resources on the
proposed contractual basis of payment.
The reserve is included in the construction budget. Interest is collected from the interest
reserve on a monthly basis. The interest
is capitalized and added to the loan balance.
No
restructured loans include an interest reserve component.
27
Table of Contents
Asset Quality
At June 30, 2010, gross loans were 72.8% of
total assets. Management considers asset
quality to be of primary importance.
Management has a credit administration and loan review process, which
monitors, controls and measures our credit risk, standardized credit analyses
and our comprehensive credit policy. Our
level of nonperforming assets has remained at a high level since 2009 as a
result of a slowing economy and the devaluation of real estate. Our non-performing assets have continued to
increase since the beginning of the economic downturn in 2007, when management
began to aggressively recognize impaired loans based on an ongoing process of
identifying early signs of stress in our loan portfolio. Any significant events that may occur
subsequent to any financial statement date are reviewed by management to
determine if any impact is material to the financial statements. If the event is deemed to be material, the
financial statements are adjusted to reflect the impact of the event.
The
following table presents a summary of changes in the allowance for loan losses
for the three and six month periods ended June 30, 2010 and 2009.
Analysis of Changes in Allowance for Loan Losses
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance beginning of period
|
|
$
|
21,148
|
|
$
|
11,493
|
|
$
|
21,479
|
|
$
|
11,672
|
|
Loans charged-off
|
|
(4,030
|
)
|
(2,317
|
)
|
(5,721
|
)
|
(2,911
|
)
|
Recoveries
|
|
171
|
|
17
|
|
229
|
|
82
|
|
Net charge-offs
|
|
(3,859
|
)
|
(2,300
|
)
|
(5,492
|
)
|
(2,829
|
)
|
Provision for loan losses
|
|
2,034
|
|
5,718
|
|
3,336
|
|
6,068
|
|
Balance end of period
|
|
$
|
19,323
|
|
$
|
14,911
|
|
$
|
19,323
|
|
$
|
14,911
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net of unearned income:
|
|
|
|
|
|
|
|
|
|
At period end
|
|
$
|
663,782
|
|
$
|
790,130
|
|
$
|
663,782
|
|
$
|
790,130
|
|
Average
|
|
684,930
|
|
791,354
|
|
697,908
|
|
793,493
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of average loans (annualized):
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
2.26
|
%
|
1.16
|
%
|
1.59
|
%
|
0.71
|
%
|
Provision for loan losses
|
|
1.19
|
%
|
2.89
|
%
|
0.96
|
%
|
1.53
|
%
|
Allowance as a percentage of period end loans
|
|
2.91
|
%
|
1.89
|
%
|
2.91
|
%
|
1.89
|
%
|
Allowance as a percentage of non-performing loans
|
|
17.84
|
%
|
23.21
|
%
|
17.84
|
%
|
23.21
|
%
|
The loan portfolio is
reviewed periodically to evaluate outstanding loans and to measure the performance
of the portfolio and the adequacy of the allowance for loan losses. Management believes that the allowance for
loan losses at June 30, 2010 is adequate to absorb losses inherent in the
loan portfolio. This analysis includes a
review of delinquency trends, actual losses, and internal credit ratings. Managements judgment as to the adequacy of
the allowance is based upon a number of assumptions about future events which
it believes to be reasonable.
The allowance for loan losses is maintained at a level which, in managements
judgment, is adequate to absorb credit losses inherent in the loan
portfolio. The amount of the allowance
is based on managements evaluation of the collectability of the loan
portfolio, including the nature of the portfolio, credit concentrations, trends
in historical loss experience, specific impaired loans, economic conditions and
other risks inherent in the portfolio.
Allowances for impaired loans are generally determined based on
collateral values or the present value of estimated cash flows. While management uses available information
to recognize losses on loans, reductions in the carrying amounts of loans may
be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the estimated
losses on loans. Such agencies may
require us to recognize losses based on their judgments about information available
to them at the time of their examination.
Because of these factors, it is reasonably possible that the estimated
losses on loans may change materially in the near term. However, the amount of the change cannot be
estimated.
28
Table
of Contents
The
allowance is composed of general allocations and specific allocations. General allocations are determined by
applying loss percentages to the portfolio that are based on historical loss
experience and managements evaluation and risk grading of the commercial
loan portfolio. Additionally, the
general economic and business conditions affecting key lending areas, credit
quality trends, collateral values, loan volumes and concentrations, seasoning
of the loan portfolio, the findings of internal credit reviews and results from
external bank regulatory examinations are included in this evaluation. The need for specific allocations is
evaluated on commercial loans that are classified in the Watch, Substandard or
Doubtful risk grades, when necessary.
The specific allocations are determined on a loan-by-loan basis based on
managements evaluation of the Companys exposure for each credit, given the
current payment status of the loan and the value of any underlying
collateral. Loans for which specific
allocations are provided are excluded from the calculation of general
allocations.
Management
prepares a monthly analysis of the allowance for loan losses and material
deficiencies are adjusted by increasing the provision for loan losses. Management uses an outsourced independent
loan review company on a quarterly basis to corroborate and challenge the
internal loan grading system and provide additional analysis in determining the
adequacy of the allowance for loan losses.
Management rotates the loan review company on a periodic basis to ensure
objectivity in the loan review process.
In addition, an internal loan review process is conducted by a committee
comprised of members of senior management.
All new loans are risk rated under loan policy guidelines. The internal loan review committee meets
quarterly to evaluate the composite risk ratings. Risk ratings may be changed if it appears
that new loans were not assigned the proper initial grade, or, if on existing
loans, credit conditions have improved or worsened.
A loan is considered
impaired when, based on current information and events, it is probable that a
creditor will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan
agreement. Factors considered by
management in determining impairment include payment status, collateral value
and the probability of collecting scheduled principal and interest payments
when due. Loans that experience
insignificant payment delays and payment shortfalls generally are not
classified as impaired. Management
determines the significance of payment delays and payment shortfalls on a
case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
reasons for the delay, the borrowers prior payment history and the amount of
the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan
basis by either the present value of expected future cash flows discounted at
the loans effective interest rate, the loans obtainable market price, or the
fair value of the collateral if the loan is collateral dependent.
Large groups of smaller
balance homogenous loans are collectively evaluated for impairment. Accordingly, we do not separately identify
individual consumer loans for impairment disclosures.
The Companys allowance as a
percentage of nonperforming loans has decreased when comparing the three months
and six months ended June 30, 2010 to the three months and six months
ended June 30, 2009. This is due
mostly to the increase in nonperforming loans which the Company has recorded at
the lower of the stated value of the loan or the fair value of the underlying
collateral. The Company recorded most of
the nonperforming loans at the fair value of the underlying collateral, which
significantly increased charge-offs during 2009 followed by an increase to the
provision for loan losses, based upon managements analysis of the allowance
for loan losses. When comparing the
Companys allowance as a percentage of nonperforming loans from December 31,
2009 to June 30, 2010, the percentage decreased from 18.53% at December 31,
2009 to 17.84% at June 30, 2010 due to partially charging off loans to the
fair value of the underlying collateral during the first six months of 2010.
Nonperforming
assets consist of non-accrual loans, accruing loans 90 days past due,
repossessed assets and other real estate owned. The following summarizes
non-performing assets:
29
Table of Contents
|
|
June 30,
|
|
December 31,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Dollars in Thousands)
|
|
Accruing loans 90 days past due
|
|
$
|
|
|
$
|
645
|
|
Non-accrual loans
|
|
108,325
|
|
115,294
|
|
Repossessed assets
|
|
11
|
|
1
|
|
Other real estate owned
|
|
41,720
|
|
21,066
|
|
Total non-performing assets
|
|
$
|
150,056
|
|
$
|
137,006
|
|
Nonperforming
assets increased $13.1 million, or 9.53%, from December 31, 2009 to June 30,
2010. Non-accrual loans decreased
approximately $7.0 million from December 31, 2009 to June 30, 2010,
largely due to approximately $25.1 million moving to other real estate owned
and other assets, $5.7 million in partial charge-offs on non-accrual loans and
approximately $4.6 million in pay downs.
During the first six months of 2010, there was approximately $28.4 million
in loans moved to non-accrual. All
non-accrual loans are adequately collateralized based on managements judgment
and supported by recent collateral appraisals.
Other real estate owned increased $20.7 million from December 31,
2009 to June 30, 2010. This
increase is largely due to the addition of $24.3 million in foreclosed
properties and $419 thousand in capitalized improvements on several foreclosed
properties being offset by the sale of $3.6 million in foreclosed properties
resulting in a loss of $51 thousand on these properties. The Company has written down $350 thousand
for several foreclosed properties based upon updated appraisals.
The
Company had $12.3 million and $12.8 million in loans that would be defined as
trouble debt restructurings (TDR) at June 30, 2010 and at December 31,
2009, respectively. Of those amounts,
$10.5 million and $1.6 million were accruing as of June 30, 2010 and December 31,
2009, respectively, as they were performing in accordance with their
restructured terms. At June 30,
2010, there were approximately $989 thousand in TDR loans that had a related
allowance of approximately $357 thousand.
At December 31, 2009, there were no TDR loans that had a related
allowance.
Our policy is to place loans
on non-accrual status when it appears that the collection of principal and
interest in accordance with the terms of the loan is doubtful. Any loan which becomes 90 days past due as to
principal or interest is automatically placed on non-accrual. Exceptions are allowed for 90-day past due
loans when such loans are well secured and in process of collection.
Our
loan officers usually notify management first when they determine that a loan
relationship may be showing signs of distress or issues with collectability of
scheduled payments. Also, management is
constantly reviewing and discussing past due loans with loan officers in
efforts to identify further troubled loan relationships as soon as
possible. Quarterly rated loan reviews
are held by management to further monitor troubled loan relationships and
potential loss exposure. Also, all loan
relationships greater than $500 thousand are reviewed annually in the Officers
Annual Review Committee. Loan officers
are required to either validate the appraised values of collateral or order new
appraisals when it is determined that a material change in the value of the
property may have occurred.
For loans secured by real
estate being placed on non-accrual, an impairment analysis is performed. If a current appraisal is not on file, a new
appraisal for the collateral is obtained by an independent, third-party
appraiser within thirty days of engagement.
Once the new appraisal has been reviewed and accepted by the senior vice
president of credit administration, the impairment calculation is completed to
determine the net realizable value of the loan with the appraised value being
adjusted for certain costs including, but not limited to, sales commissions,
closing costs, costs to complete or make ready for sale, property taxes, and,
if necessary, an additional adjustment for market conditions. If the loan balance has been determined to be
in excess of the net realizable value from the impairment calculation, the loan
is considered to be impaired. If the
loan is determined to be collateral dependent, the loan balance in excess of
the net realizable value is charged off immediately. Generally, the underlying collateral securing
collateral-dependent nonperforming loans consists of residential lots,
residential dwellings, undeveloped land tracts, timber tracts and developed land
tracts. If the loan is not determined to
be collateral dependent, a specific allocation within the allowance for loan
loss is provided for the loan once the impairment calculation is complete. Once management determines that the loan is
impaired and placed on non-accrual, the loan is transferred to our Special
Assets Division for close monitoring and collection.
30
Table
of Contents
There are no commitments to lend additional funds to customers with
loans on non-accrual status at June 30, 2010. Moreover, pursuant to the Order, the Bank is
prohibited from extending new credit to anyone who has caused a loss to the
Bank.
As
of June 30, 2010 and December 31, 2009, the Companys other real
estate owned consisted of the following:
|
|
As of June 30, 2010
|
|
As of December 31, 2009
|
|
|
|
Number of
Properties
|
|
Carrying
Amount
|
|
Number of
Properties
|
|
Carrying
Amount
|
|
|
|
(Dollars in Thousands)
|
|
1-4 Family residential properties
|
|
23
|
|
$
|
2,314
|
|
23
|
|
2,958
|
|
Multifamily residential properties
|
|
2
|
|
1,675
|
|
2
|
|
238
|
|
Nonfarm nonresidential properties
|
|
14
|
|
9,739
|
|
13
|
|
8,994
|
|
Farmland properties
|
|
2
|
|
950
|
|
|
|
|
|
Construction & land development
properties
|
|
51
|
|
27,042
|
|
35
|
|
8,876
|
|
Total
|
|
92
|
|
$
|
41,720
|
|
73
|
|
21,066
|
|
All
properties are being actively marketed for sale and management is continuously
monitoring these properties in order to minimize any losses.
During
July 2010, the Bank has foreclosed on approximately $3.8 million in
various construction and land development, commercial and 1-4 family
residential real estate properties.
These properties were being held as collateral against several
non-accrual loans at June 30, 2010.
Management is currently evaluating these properties for any additional
losses based on recently ordered appraisals.
The
Companys other real estate owned policy and procedures provide that a
foreclosure appraisal be obtained. The
policy requires a certified appraiser conduct the appraisal for foreclosed
property to obtain a fair market value.
To qualify and be approved as an appraiser for the Bank, appraisers must
have met the Appraisal Qualifications Board requirements and have not had any
disciplinary actions. Additionally, an
appraiser must submit to the Bank their resume, license, education and
experience for review before being approved for appraisal work. Upon transfer into other real estate owned,
the property is listed with a realtor to begin sales efforts.
All
other real estate owned properties are initially recorded at fair value, less
estimated cost to sell. If the fair
value less estimated costs to sell at the time of foreclosure is less than the
loan balance, the deficiency is charged against the allowance for loan
losses. An updated appraisal is ordered
on each anniversary if the property is owned for more than one year. If the fair value of the other real estate
owned, less estimated costs to sell at the time of foreclosure, decreases
during the holding period, the other real estate owned is written down with a
charge to noninterest expense. When the
other real estate owned is sold, a gain or loss is recognized on the sale for
the difference between the sales proceeds and the carrying amount of the other
real estate owned.
Deposits
Total deposits at June 30,
2010 were $835.1 million, a decrease of $26.0 million, or 3.02%, from December 31,
2009. Total interest bearing demand
(money market and NOW accounts), non-interest bearing demand accounts and
savings accounts of $175.9 million decreased $19.2 million, or 9.82% from December 31,
2009 resulting mainly from several customers moving their deposits to our
competitors, who have had more competitive rates during the first six months of
2010.
Total time deposits as of June 30,
2010 were $659.2 million, a decrease of $6.9 million, or 1.03%, from December 31,
2009. Total retail time deposits at June 30,
2010 increased approximately $23.2 million, or 3.49% of total time deposits,
from December 31, 2009 due to managements efforts to increase core
deposits with internet CDs and to continue reducing the Banks reliance on
brokered deposits. Pursuant to the Order
and FDIC regulations, as a result of our significantly-undercapitalized status,
the Bank is prohibited from accepting, renewing or rolling over brokered
deposits absent a waiver from the FDIC.
The weighted average rates paid for retail time deposits for the three
and six months ended June 30, 2010 was 2.33% and 2.43%, respectively,
compared to 3.29% and 3.45% for the
31
Table of Contents
three and six months ended June 30,
2009, respectively. Total brokered
deposits at June 30, 2010 decreased approximately $30.1 million, or 4.57%
of total time deposits, from December 31, 2009, resulting mainly from our
ability to replace brokered deposits with retail deposits during the first six
months of 2010. The weighted average
rates paid for brokered deposits for the three and six months ended June 30,
2010 were 3.59% and 3.58%, respectively, compared to 3.55% and 3.67% for the
three and six months ended June 30, 2009, respectively. Because we are currently classified as less
than well capitalized, we are prohibited from paying rates in excess of 75
basis points above the local market average on deposits of comparable maturity
in our Georgia markets. In our
Jacksonville market, however, we are prohibited from paying in excess of 75
basis points above the national average on deposits, as calculated by the FDIC.
Results of Operations
General
The Companys results of operations are determined by its ability to
effectively manage interest income and expense, to minimize loan and investment
losses, to generate noninterest income and to control noninterest expense. Since interest rates are determined by market
forces and economic conditions beyond the control of the Company, the ability
to generate interest income is dependent upon the Banks ability to obtain an
adequate spread between the rate earned on earning assets and the rate paid on
interest-bearing liabilities.
The following table shows the significant components
of net loss:
|
|
Six Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Interest and Dividend Income
|
|
$
|
18,730
|
|
$
|
24,249
|
|
$
|
(5,519
|
)
|
-22.76
|
%
|
Interest Expense
|
|
10,538
|
|
14,358
|
|
(3,820
|
)
|
-26.61
|
%
|
Net Interest Income
|
|
8,192
|
|
9,891
|
|
(1,699
|
)
|
-17.18
|
%
|
Provision for Loan Losses
|
|
3,336
|
|
6,068
|
|
(2,732
|
)
|
-45.02
|
%
|
Noninterest Income
|
|
1,766
|
|
3,343
|
|
(1,577
|
)
|
-47.17
|
%
|
Noninterest Expense
|
|
12,293
|
|
32,549
|
|
(20,256
|
)
|
-62.23
|
%
|
Net Loss
|
|
(5,671
|
)
|
(23,040
|
)
|
17,369
|
|
75.39
|
%
|
Net Loss Per Diluted Share
|
|
(1.35
|
)
|
(5.47
|
)
|
4.12
|
|
75.32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Interest and Dividend Income
|
|
$
|
8,949
|
|
$
|
11,702
|
|
$
|
(2,753
|
)
|
-23.53
|
%
|
Interest Expense
|
|
5,167
|
|
7,208
|
|
(2,041
|
)
|
-28.32
|
%
|
Net Interest Income
|
|
3,782
|
|
4,494
|
|
(712
|
)
|
-15.84
|
%
|
Provision for Loan Losses
|
|
2,034
|
|
5,718
|
|
(3,684
|
)
|
-64.43
|
%
|
Noninterest Income
|
|
897
|
|
2,081
|
|
(1,184
|
)
|
-56.90
|
%
|
Noninterest Expense
|
|
6,683
|
|
27,234
|
|
(20,551
|
)
|
-75.46
|
%
|
Net Loss
|
|
(4,038
|
)
|
(23,782
|
)
|
19,744
|
|
83.02
|
%
|
Net Loss Per Diluted Share
|
|
(0.96
|
)
|
(5.65
|
)
|
4.69
|
|
83.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
Our
primary source of income is interest income from loans and investment
securities. Our profitability depends
largely on net interest income, which is the difference between the interest
received on interest-earning assets and the interest paid on deposits,
borrowings, and other interest-bearing liabilities. Net interest income decreased $1.7
32
Table of Contents
million,
or 17.18%, for the six months ended June 30, 2010 compared to the six
months ended June 30, 2009. Net
interest income decreased $712 thousand, or 15.84%, for the three months ended June 30,
2010 compared to the three months ended June 30, 2009.
Total
interest and dividend income for the three and six months ended June 30,
2010 decreased $2.8 million, or 23.53%, and $5.5 million, or 22.76%,
respectively, when compared to the three and six months ended June 30,
2009. This decrease is primarily due to
decrease in the volume of loans due to payoffs from customers, an increase in
the volume of nonperforming loans on non-accrual status and/or moving to other
real estate owned and a decrease in interest on securities from the purchase of
low-yielding U.S. government sponsored enterprises securities purchased during
the second quarter of 2009 when the Bank restructured its investment portfolio
combined with the purchase of short-term U.S. treasury bills during 2009 which
are being used to meet liquidity needs.
Average
loans and loans held for sale portfolios for the three and six months ended June 30,
2010 decreased $106.4 million, or 13.45%, and $95.6 million, or 12.05%,
respectively, when compared to average loans and loans held for sale portfolios
for the three and six months ended June 30, 2009. The average yield on loans decreased for the
three and six months ended June 30, 2010 to 4.87% and 5.01%, respectively,
compared to an average yield of 5.43% and 5.58% for the three and six months
ended June 30, 2009.
Total
interest expense for the three and six months ended June 30, 2010
decreased $2.0 million, or 28.31%, and $3.8 million, or 26.61%, respectively,
when compared to the three and six months ended June 30, 2009. Two factors impact interest expense: average
balances of deposit and borrowing portfolios and average rates paid on
each. Average deposit balances decreased
approximately $70.8 million and $36.8 million when comparing the three and six
months ended June 30, 2010 to the three and six months ended June 30,
2009, respectively. The average rate
paid on the deposit portfolios for the three and six months ended June 30,
2010 decreased to 2.41% and 2.46%, respectively, from 3.07% and 3.18% when
compared to the three and six months ended June 30, 2009. Average borrowing balances decreased
approximately $19.7 million and $15.3 million when comparing the three and six
months ended June 30, 2010 to the three and six months ended June 30,
2009, respectively. Average interest
rates paid on borrowings were 2.87% and 2.76% for the three and six months
ended June 30, 2010, respectively, compared to 3.15% and 3.19% for the
three and six months ended June 30, 2009, respectively.
The
banking industry uses two key ratios to measure relative profitability of net
interest income, which are net interest spread and net interest margin. The interest rate spread measures the
difference between the average yield on earning assets and the average rate
paid on interest-bearing liabilities.
The interest rate spread eliminates the impact of non-interest-bearing
funding sources and gives a direct perspective on the effect of market interest
rate movements. The net interest margin
is an indication of the profitability of our investments, and is defined as net
interest revenue as a percentage of total average earning assets which includes
the positive impact of funding a portion of earning assets with customers
non-interest-bearing deposits and with stockholders equity.
For
the three months ended June 30, 2010 and 2009, our tax equivalent net
interest spread was 1.84% and 1.93%, respectively, while the tax equivalent net
interest margin was 1.82% and 1.94%, respectively. For the six months ended June 30, 2010
and 2009, our tax equivalent net interest spread was 1.94% and 2.12%,
respectively, while the tax equivalent net interest margin was 1.95% and 2.19%,
respectively. The decreases in net
interest spread and net interest margin from the three and six months ended June 30,
2009 to the three and six months ended June 30, 2010, were due to the loss
of interest on non-accrual loans and from the purchase of low-yielding
investment securities during 2009.
33
Table of
Contents
The
following table shows the relationship between interest revenue and interest
expense and the average balances of interest-earning assets and
interest-earning liabilities for the three months ended June 30, 2010 and
2009.
Average Consolidated Balance Sheet and Net Interest
Margin Analysis
|
|
For
the Three Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Dollars
in thousands)
|
|
|
|
Average
|
|
|
|
Average
|
|
Average
|
|
|
|
Average
|
|
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans,
net of unearned income (4) (5) (6)
|
|
$
|
684,930
|
|
$
|
8,333
|
|
4.87
|
%
|
$
|
791,354
|
|
$
|
10,730
|
|
5.43
|
%
|
Investment
securities - taxable (7)
|
|
76,025
|
|
417
|
|
2.19
|
%
|
113,981
|
|
811
|
|
2.85
|
%
|
Investment
securities - tax-exempt (6) (7)
|
|
13,990
|
|
145
|
|
6.24
|
%
|
15,247
|
|
157
|
|
6.24
|
%
|
Other
interest and dividend income
|
|
71,538
|
|
54
|
|
0.31
|
%
|
22,924
|
|
4
|
|
0.07
|
%
|
Total
earning assets
|
|
846,483
|
|
8,949
|
|
4.27
|
%
|
943,506
|
|
11,702
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
-21,196
|
|
|
|
|
|
-12,071
|
|
|
|
|
|
Cash
and due from banks
|
|
10,272
|
|
|
|
|
|
65,226
|
|
|
|
|
|
Premises
and equipment
|
|
30,487
|
|
|
|
|
|
31,822
|
|
|
|
|
|
Accrued
interest receivable
|
|
4,518
|
|
|
|
|
|
6,023
|
|
|
|
|
|
Other
real estate owned
|
|
35,017
|
|
|
|
|
|
12,707
|
|
|
|
|
|
Other
assets
|
|
30,146
|
|
|
|
|
|
42,747
|
|
|
|
|
|
Total
assets
|
|
$
|
935,727
|
|
|
|
|
|
$
|
1,089,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
bearing demand
|
|
$
|
116,666
|
|
$
|
213
|
|
0.73
|
%
|
$
|
150,983
|
|
$
|
605
|
|
1.60
|
%
|
Savings
|
|
9,248
|
|
8
|
|
0.35
|
%
|
8,651
|
|
8
|
|
0.37
|
%
|
Time
deposits
|
|
677,634
|
|
4,618
|
|
2.73
|
%
|
712,828
|
|
6,080
|
|
3.41
|
%
|
Total
interest bearing deposits
|
|
803,548
|
|
4,839
|
|
2.41
|
%
|
872,462
|
|
6,693
|
|
3.07
|
%
|
Federal
Home Loan Bank advances
|
|
34,000
|
|
224
|
|
2.64
|
%
|
53,701
|
|
388
|
|
2.89
|
%
|
Other
borrowings
|
|
1,400
|
|
42
|
|
12.00
|
%
|
1,400
|
|
42
|
|
12.00
|
%
|
Trust
Preferred Securities
|
|
10,310
|
|
62
|
|
2.41
|
%
|
10,310
|
|
85
|
|
3.30
|
%
|
Total
borrowed funds
|
|
45,710
|
|
328
|
|
2.87
|
%
|
65,411
|
|
515
|
|
3.15
|
%
|
Total
interest-bearing liabilities
|
|
849,258
|
|
5,167
|
|
2.43
|
%
|
937,873
|
|
7,208
|
|
3.07
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
bearing deposits
|
|
52,748
|
|
|
|
|
|
54,683
|
|
|
|
|
|
Other
liabilities
|
|
7,161
|
|
|
|
|
|
7,926
|
|
|
|
|
|
Shareholders
equity
|
|
26,560
|
|
|
|
|
|
89,478
|
|
|
|
|
|
Total
liabilities and shareholders equity
|
|
$
|
935,727
|
|
|
|
|
|
$
|
1,089,960
|
|
|
|
|
|
Net
interest revenue (1)
|
|
|
|
$
|
3,782
|
|
|
|
|
|
$
|
4,494
|
|
|
|
Net
interest spread (2)
|
|
|
|
|
|
1.84
|
%
|
|
|
|
|
1.93
|
%
|
Net
interest margin (3) (6)
|
|
|
|
|
|
1.82
|
%
|
|
|
|
|
1.94
|
%
|
(1) Net
interest revenue is computed by subtracting the expense from the average
interest-bearing liabilities from the income from the average earning assets.
(2) Net
interest spread is computed by subtracting the yield from the expense of the
average interest-bearing liabilities from the yield from the average earning
assets.
(3) Net
interest margin is computed by dividing net interest revenue by average total
earning assets.
(4) Average
loans are shown net of unearned income.
Included in the average balance of loans outstanding are loans where the
accrual of interest has been discounted.
(5) Interest
income includes loan fees as follows (in thousands): 2010 - $220; 2009 - $355
(6) Average
rate reflects taxable equivalent adjustments using a tax rate of 34 percent.
(7) Investment
securities are stated at amortized or accreted cost.
34
Table of
Contents
The
following table shows the relationship between interest revenue and interest
expense and the average balances of interest-earning assets and
interest-earning liabilities for the six months ended June 30, 2010 and
2009.
Average Consolidated Balance Sheet and Net Interest
Margin Analysis
|
|
For
the Six Months Ended June 30,
|
|
|
|
2010
|
|
2009
|
|
|
|
(Dollars
in thousands)
|
|
|
|
Average
|
|
|
|
Average
|
|
Average
|
|
|
|
Average
|
|
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Balance
|
|
Interest
|
|
Rate
|
|
Earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans,
net of unearned income (4) (5) (6)
|
|
$
|
697,908
|
|
$
|
17,485
|
|
5.01
|
%
|
$
|
793,493
|
|
$
|
22,131
|
|
5.58
|
%
|
Investment
securities - taxable (7)
|
|
90,485
|
|
882
|
|
1.95
|
%
|
96,956
|
|
1,786
|
|
3.68
|
%
|
Investment
securities - tax-exempt (6) (7)
|
|
14,037
|
|
290
|
|
6.26
|
%
|
15,938
|
|
323
|
|
6.14
|
%
|
Other
interest and dividend income
|
|
52,587
|
|
73
|
|
0.28
|
%
|
14,748
|
|
9
|
|
0.12
|
%
|
Total
earning assets
|
|
855,017
|
|
18,730
|
|
4.42
|
%
|
921,135
|
|
24,249
|
|
5.30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
-21,649
|
|
|
|
|
|
-11,903
|
|
|
|
|
|
Cash
and due from banks
|
|
9,657
|
|
|
|
|
|
51,503
|
|
|
|
|
|
Premises
and equipment
|
|
30,654
|
|
|
|
|
|
31,678
|
|
|
|
|
|
Accrued
interest receivable
|
|
4,610
|
|
|
|
|
|
6,137
|
|
|
|
|
|
Other
real estate owned
|
|
30,601
|
|
|
|
|
|
11,603
|
|
|
|
|
|
Other
assets
|
|
30,118
|
|
|
|
|
|
43,218
|
|
|
|
|
|
Total
assets
|
|
$
|
939,008
|
|
|
|
|
|
$
|
1,053,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
bearing demand
|
|
$
|
120,480
|
|
$
|
461
|
|
0.77
|
%
|
$
|
147,249
|
|
$
|
1,204
|
|
1.64
|
%
|
Savings
|
|
9,127
|
|
16
|
|
0.35
|
%
|
8,384
|
|
15
|
|
0.36
|
%
|
Time
deposits
|
|
673,851
|
|
9,399
|
|
2.79
|
%
|
684,710
|
|
12,129
|
|
3.54
|
%
|
Total
interest bearing deposits
|
|
803,458
|
|
9,876
|
|
2.46
|
%
|
840,343
|
|
13,348
|
|
3.18
|
%
|
Federal
Home Loan Bank advances
|
|
36,258
|
|
457
|
|
2.52
|
%
|
51,518
|
|
739
|
|
2.87
|
%
|
Other
borrowings
|
|
1,400
|
|
84
|
|
12.00
|
%
|
1,422
|
|
85
|
|
11.95
|
%
|
Trust
Preferred Securities
|
|
10,310
|
|
121
|
|
2.35
|
%
|
10,310
|
|
186
|
|
3.61
|
%
|
Total
borrowed funds
|
|
47,968
|
|
662
|
|
2.76
|
%
|
63,250
|
|
1,010
|
|
3.19
|
%
|
Total
interest-bearing liabilities
|
|
851,426
|
|
10,538
|
|
2.48
|
%
|
903,593
|
|
14,358
|
|
3.18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
bearing deposits
|
|
52,504
|
|
|
|
|
|
52,401
|
|
|
|
|
|
Other
liabilities
|
|
7,213
|
|
|
|
|
|
7,730
|
|
|
|
|
|
Shareholders
equity
|
|
27,865
|
|
|
|
|
|
89,647
|
|
|
|
|
|
Total
liabilities and shareholders equity
|
|
$
|
939,008
|
|
|
|
|
|
$
|
1,053,371
|
|
|
|
|
|
Net
interest revenue (1)
|
|
|
|
$
|
8,192
|
|
|
|
|
|
$
|
9,891
|
|
|
|
Net
interest spread (2)
|
|
|
|
|
|
1.94
|
%
|
|
|
|
|
2.12
|
%
|
Net
interest margin (3) (6)
|
|
|
|
|
|
1.95
|
%
|
|
|
|
|
2.19
|
%
|
(1) Net
interest revenue is computed by subtracting the expense from the average
interest-bearing liabilities from the income from the average earning assets.
(2) Net
interest spread is computed by subtracting the yield from the expense of the
average interest-bearing liabilities from the yield from the average earning
assets.
(3) Net
interest margin is computed by dividing net interest revenue by average total
earning assets.
(4) Average
loans are shown net of unearned income.
Included in the average balance of loans outstanding are loans where the
accrual of interest has been discounted.
(5) Interest
income includes loan fees as follows (in thousands): 2010 - $497; 2009 - $693
(6) Average
rate reflects taxable equivalent adjustments using a tax rate of 34 percent.
(7) Investment
securities are stated at amortized or accreted cost.
35
Table of
Contents
The
following table provides a detailed analysis of the changes in interest income
and interest expense due to changes in rate and volume for the three months and
six months ended June 30, 2010 compared to June 30, 2009.
Change in
Interest Revenue and Expense on a Taxable Equivalent Basis
|
|
Three Months Ended June 30, 2010
|
|
Six Months Ended June 30, 2010
|
|
|
|
Compared to 2009
|
|
Compared to 2009
|
|
|
|
Changes due to (a)
|
|
Changes due to (a)
|
|
|
|
|
|
Yield/
|
|
Net
|
|
|
|
Yield/
|
|
Net
|
|
|
|
Volume
|
|
Rate
|
|
Change
|
|
Volume
|
|
Rate
|
|
Change
|
|
|
|
(Dollars in thousands)
|
|
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
(2,676
|
)
|
$
|
279
|
|
$
|
(2,397
|
)
|
$
|
(5,184
|
)
|
$
|
538
|
|
$
|
(4,646
|
)
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable investment securities
|
|
(223
|
)
|
(171
|
)
|
(394
|
)
|
(441
|
)
|
(463
|
)
|
(904
|
)
|
Tax-exempt investment securities
|
|
(13
|
)
|
1
|
|
(12
|
)
|
(45
|
)
|
12
|
|
(33
|
)
|
Interest earning deposits
|
|
37
|
|
13
|
|
50
|
|
53
|
|
11
|
|
64
|
|
Total interest income
|
|
(2,875
|
)
|
122
|
|
(2,753
|
)
|
(5,617
|
)
|
98
|
|
(5,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand deposits
|
|
(116
|
)
|
(276
|
)
|
(392
|
)
|
(189
|
)
|
(554
|
)
|
(743
|
)
|
Savings
|
|
1
|
|
(1
|
)
|
|
|
2
|
|
(1
|
)
|
1
|
|
Time deposits
|
|
(651
|
)
|
(811
|
)
|
(1,462
|
)
|
(892
|
)
|
(1,838
|
)
|
(2,730
|
)
|
Other borrowings and FHLB advances
|
|
(134
|
)
|
(30
|
)
|
(164
|
)
|
(201
|
)
|
(82
|
)
|
(283
|
)
|
Trust Preferred Securities
|
|
|
|
(23
|
)
|
(23
|
)
|
|
|
(65
|
)
|
(65
|
)
|
Total interest expense
|
|
(900
|
)
|
(1,141
|
)
|
(2,041
|
)
|
(1,280
|
)
|
(2,540
|
)
|
(3,820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net interest revenue
|
|
$
|
(1,975
|
)
|
$
|
1,263
|
|
$
|
(712
|
)
|
$
|
(4,337
|
)
|
$
|
2,638
|
|
$
|
(1,699
|
)
|
(a) Volume
and rate components are in proportion to the relationship of the absolute
dollar amount of the change in each.
Provision for Loan Losses
The
provision for loan losses for the six months ended June 30, 2010 was $3.3
million compared to $6.1 million for the same period of 2009. The provision for loan losses for the second
quarter of 2010 was $2.0 million compared to $5.7 million for the same period
of 2009. While there is an increase in
nonperforming loans and a decrease in loan activity for the three and six
months ended June 30, 2010 compared to the three and six months ended June 30,
2009, the Company decreased its provision for loan losses based on managements
analysis of the allowance for loan losses.
Net charge-offs as an annualized percentage of average outstanding loans
for the three and six months ended June 30, 2010 were 2.26% and 1.59%, respectively,
as compared with 1.16% and 0.71% for the three and six months ended June 30,
2009, respectively. Net loan charge-offs
increased significantly during the three and six months ended June 30,
2010, as compared to the three and six months ended June 30, 2009, due
mainly to the Company continuing to charge-off nonperforming loan balances to
their net realizable value.
The
provision for loan losses is based on managements evaluation of inherent risks
in the loan portfolio and the corresponding analysis of the allowance for loan
losses. Additional discussion on loan
quality and the allowance for loan losses are included in the Asset Quality
section of this report.
36
Table of
Contents
Non-interest Income
Composition
of other noninterest income is as follows:
|
|
Six Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Service charges on deposit accounts
|
|
$
|
792
|
|
$
|
840
|
|
$
|
(48
|
)
|
-5.71
|
%
|
Other service charges, commissions and fees
|
|
292
|
|
238
|
|
54
|
|
22.69
|
%
|
Gain on sales / calls of investment securities
|
|
43
|
|
1,316
|
|
(1,273
|
)
|
-96.73
|
%
|
Mortgage origination income
|
|
150
|
|
393
|
|
(243
|
)
|
-61.83
|
%
|
Other income
|
|
489
|
|
556
|
|
(67
|
)
|
-12.05
|
%
|
Total noninterest income
|
|
$
|
1,766
|
|
$
|
3,343
|
|
$
|
(1,577
|
)
|
-47.17
|
%
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Service charges on deposit accounts
|
|
$
|
408
|
|
$
|
418
|
|
$
|
(10
|
)
|
-2.39
|
%
|
Other service charges, commissions and fees
|
|
159
|
|
126
|
|
33
|
|
26.19
|
%
|
Gain on sales / calls of investment securities
|
|
43
|
|
1,095
|
|
(1,052
|
)
|
-96.07
|
%
|
Mortgage origination income
|
|
58
|
|
187
|
|
(129
|
)
|
-68.98
|
%
|
Other income
|
|
229
|
|
255
|
|
(26
|
)
|
-10.20
|
%
|
Total noninterest income
|
|
$
|
897
|
|
$
|
2,081
|
|
$
|
(1,184
|
)
|
-56.90
|
%
|
Non-interest
income for the three months ended June 30, 2010 decreased $1.2 million, or
56.90%, when compared to the three months ended June 30, 2009. Non-interest income for the six months ended June 30,
2010 decreased $1.6 million, or 47.17%, when compared to the six months ended June 30,
2009. Service charges on deposit
accounts are evaluated against service charges from other banks in our local
markets and against the Banks own cost structure in providing the deposit
services. This income correlates with
the Banks demand deposit account base.
During the first six months of 2010, the Bank experienced a decrease in
the number of core transaction deposit accounts. Total service charges, including
non-sufficient funds fees, decreased approximately $10 thousand, or 2.43%, and
$47 thousand, or 5.65%, for the three and six months ended June 30, 2010,
respectively, compared with the same periods in 2009.
The
decrease in the gain on sales/calls of investment securities is primarily due
to the Company recording $1.1 million in gains from the sales of several
mortgage-backed securities during the second quarter of 2009 as compared to $43
thousand in gains from the calls of state, county and municipal bond and
several U.S. government sponsored enterprises securities during the second
quarter of 2010.
The
decrease in mortgage origination income for the three and six months ended June 30,
2010 is primarily due to the decrease in the number of mortgage loan
closings. Approximately 23 mortgage loan
closings occurred during the second quarter of 2010 compared to 74 mortgage
loan closings for the same period in 2009.
For the six months ended June 20, 2010, there were approximately 35
mortgage loan closings that occurred compared to 135 mortgage loan closings for
the six months ended June 30, 2009.
The
decrease in other income for the three and six months ended June 30, 2010,
compared to the same periods in 2009 is due to the decrease in commission fees
from our wealth management department.
37
Table of
Contents
Non-interest Expense
Composition
of other noninterest expense is as follows:
|
|
Six Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Salaries and employee benefits
|
|
$
|
4,550
|
|
$
|
5,415
|
|
$
|
(865
|
)
|
-15.97
|
%
|
Occupancy expense
|
|
883
|
|
892
|
|
(9
|
)
|
-1.01
|
%
|
Equipment rental and depreciation of equipment
|
|
595
|
|
631
|
|
(36
|
)
|
-5.71
|
%
|
Loss on sale of other assets
|
|
1
|
|
44
|
|
(43
|
)
|
-97.73
|
%
|
Loss on sale and impairment of other real estate
|
|
397
|
|
1,491
|
|
(1,094
|
)
|
-73.37
|
%
|
Other real estate expense
|
|
1,301
|
|
336
|
|
965
|
|
287.20
|
%
|
FDIC and state banking assessments
|
|
2,328
|
|
1,155
|
|
1,173
|
|
101.56
|
%
|
Goodwill impairment
|
|
|
|
19,533
|
|
(19,533
|
)
|
-100.00
|
%
|
Other expenses
|
|
2,238
|
|
3,052
|
|
(814
|
)
|
-26.67
|
%
|
Total noninterest expense
|
|
$
|
12,293
|
|
$
|
32,549
|
|
$
|
(20,256
|
)
|
-62.23
|
%
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
$ Change
|
|
% Change
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Salaries and employee benefits
|
|
$
|
2,223
|
|
$
|
2,639
|
|
$
|
(416
|
)
|
-15.76
|
%
|
Occupancy expense
|
|
445
|
|
437
|
|
8
|
|
1.83
|
%
|
Equipment rental and depreciation of equipment
|
|
298
|
|
326
|
|
(28
|
)
|
-8.59
|
%
|
Loss on sale of other assets
|
|
1
|
|
6
|
|
(5
|
)
|
-83.33
|
%
|
Loss on sale and impairment of other real estate
|
|
295
|
|
1,466
|
|
(1,171
|
)
|
-79.88
|
%
|
Other real estate expense
|
|
828
|
|
211
|
|
617
|
|
292.42
|
%
|
FDIC and state banking assessments
|
|
1,417
|
|
958
|
|
459
|
|
47.91
|
%
|
Goodwill impairment
|
|
|
|
19,533
|
|
(19,533
|
)
|
-100.00
|
%
|
Other expenses
|
|
1,176
|
|
1,658
|
|
(482
|
)
|
-29.07
|
%
|
Total noninterest expense
|
|
$
|
6,683
|
|
$
|
27,234
|
|
$
|
(20,551
|
)
|
-75.46
|
%
|
Non-interest
expense for the three and six months ended June 30, 2010 decreased $20.6
million, or 75.46%, and $20.3 million, or 62.23%, respectively, when compared
to the three and six months ended June 30, 2009. This decrease is primarily due to the Company
recording a $19.5 million charge for goodwill impairment during the second
quarter of 2009.
The
decrease in the loss on the sale and impairment of other real estate owned for
the three and six months ended June 30, 2010 is attributed to the Company
recording a loss on one particular foreclosed property totaling to $1.3 million
during the second quarter of 2009. The
increase in other real estate expenses is attributed to the number of other
real estate properties that the Company owns.
At June 30, 2010, the Company had a total of 92 properties compared
to 37 properties at June 30, 2009.
The
increase in the FDIC and state banking assessments for the three and six months
ended June 30, 2010 is attributable to our risk classification with the
FDIC. Since entering into the Order with
the FDIC, the Company has had higher quarterly assessments due to our risk
classification.
38
Table of
Contents
The
decrease in salaries and employee benefits for the three and six months ended June 30,
2010 compared to the same period in 2009 is primarily due to no accrual of
bonuses, a decrease in the expense relating to the salary continuation plan
based upon changes with the plan, the utilization of a bank officer one day per
quarter furlough, and a small reduction in staff. At June 30, 2010, the number of
full-time equivalent employees was 161 employees compared to 167 employees at June 30,
2009.
The
decreases in equipment rental and depreciation of equipment, occupancy expense
and other expenses are not attributable to any one particular item, but
represent the Companys efforts to decrease controllable noninterest expense.
Income Tax Expense
The
Company recorded a valuation allowance for the balance of the recorded deferred
tax asset as of December 31, 2009; however, an income tax benefit was not
recognized for the three and six months ended June 30, 2010 since it is
more likely than not that the deferred tax asset will not be realized. With respect to the Companys cumulative
losses as of June 30, 2010, we have determined that it is more likely than
not that any income tax benefit that would have been recorded would not be
realized. For the three and six months
ended June 30, 2009, income tax benefit of $2.6 million and $2.3 million
was recognized with an effective tax rate of 9.84% and 9.23%,
respectively. The effective tax rate for
the three and six months ended June 30, 2009 was lower than the statutory
tax rates primarily due to the tax-free income from certain investment
securities and loans that are exempt from income taxes and tax credits received
from affordable housing investments and the goodwill impairment charge. The majority of the goodwill from the two
acquisitions in 2006 and 2007 was treated as tax-free exchanges, which was not
recognized for tax reporting purposes and therefore no tax deduction was
allowed for the impairment charge.
Likewise, no tax benefit for the goodwill was recognized in the
financial statements relating to the $19.5 million charge.
Liquidity
Liquidity
management involves the matching of the cash flow requirements of customers,
either depositors withdrawing funds or borrowers needing loans, and the ability
of the Company to meet those requirements.
The
Companys liquidity program is designed and intended to provide guidance in
funding the credit and investment activities of the Company, while at the same
time ensuring that the deposit obligations of the Company are met on a timely
basis. In order to permit active and timely management of assets and
liabilities, these accounts are monitored regularly in regard to volume, mix and
maturity.
The
Companys liquidity position depends primarily upon the liquidity of its assets
relative to its need to respond to short-term demand for funds caused by
withdrawals from deposit accounts and loan funding commitments. Primary sources
of liquidity are scheduled repayments on the Companys loans and interest on,
and maturities of, its investment securities. Sales of investment securities
available for sale represent another source of liquidity to the Company. The
Company may also utilize its cash and due from banks and federal funds sold to
meet liquidity requirements as needed.
The
Company also has the ability, on a short-term basis, to purchase up to $11
million in federal funds from other financial institutions. At June 30,
2010, the Company had no federal funds purchased. At June 30, 2010, we do
not have any further borrowing capacity with the Federal Home Loan Bank with
$34.0 million in outstanding advances.
The Company has a total available line of $18.7 million, subject to
available collateral, from the Federal Reserve Bank (FRB). The Company had no advances on the FRB line
at June 30, 2010.
The
Banks liquidity policy requires that the ratio of cash and certain short-term
investments to net withdrawable deposit accounts be at least 10%. The Banks
liquidity ratios at June 30, 2010 and 2009 were 18.61% and 26.06%,
respectively.
In
the past, the Bank has relied heavily on brokered deposits. Pursuant to the Order and FDIC regulations as
a result of our significantly-undercapitalized status, we are unable to accept,
renew or roll over brokered deposits absent a waiver from the FDIC. Accordingly, management has instituted an
aggressive retail deposit marketing campaign both locally and through a national
rate-listing service to replace the brokered CDs as they mature. The increase in liquid assets is designed to
provide cash to payoff the brokered deposits as they mature.
39
Table of Contents
Capital Resources
We
are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to
meet minimal capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a direct material effect on our financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, we must meet specific
capital guidelines that involve quantitative measures of our assets,
liabilities and certain off-balance sheet items as calculated under regulatory
accounting practices. Our capital
amounts and classification are also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
Quantitative
measures established by regulations to ensure capital adequacy require us to
maintain minimum amounts and ratios (set forth below in the table) of total and
Tier I capital (as defined in the regulations) to risk-weighted assets (as
defined in the regulations), and of Tier I capital (as defined in the
regulations) to average assets (as defined in the regulations). Pursuant to the Order, Tier 1 Capital must
equal or exceed 8.00% of the Banks total assets and the Banks Total
Risk-based Capital must equal or exceed 10.00% of the Banks total
risk-weighted assets, within 90 days of the effective date of the Order. At June 30, 2010, the Bank was not in
compliance with the Order, with Tier 1 capital to average assets at 3.27% and
total risk-based capital to risk-weighted assets at 5.83%. As a result of our regulatory capital ratios,
we are considered significantly undercapitalized by our bank regulatory
authorities as of June 30, 2010. As
a result of our significantly-undercapitalized status, on March 26, 2010,
the Bank received a Notification of Prompt Corrective Action, which notified
the Bank that it is subject to greater regulatory monitoring and certain
additional discretionary safeguards may be imposed by regulatory authorities,
which may have a direct material effect on our financial statements.
Since
the Bank consented to the Order, it has taken steps to address the provisions
of the Order. Management has taken an
active role in working with the FDIC and the GDBF to improve its financial
condition and is addressing the terms of the Order on a continuing basis. We are also in the process of developing a
short-term and a long-term capital plan to meet regulatory capital limits. Failure to adequately address the Order may
result in more severe actions by regulators, including the eventual appointment
of a receiver of the Banks asset.
40
Table of Contents
The
Companys and the Banks actual capital amounts and ratios as of June 30,
2010 and December 31, 2009 follow:
|
|
|
|
|
|
|
|
To Be
Well Capitalized
|
|
|
|
|
|
|
|
For
Capital
|
|
Under
Prompt Corrective
|
|
|
|
Actual
|
|
Adequacy
Purposes
|
|
Action
Provisions
|
|
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|
Amount
|
|
|
|
Ratio
|
|
June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Risk-Based Capital To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
41,275,000
|
|
5.90
|
%
|
$
|
55,966,102
|
|
>
|
|
8.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
40,795,000
|
|
5.83
|
%
|
55,979,417
|
|
>
|
|
8.0
|
%
|
69,974,271
|
|
>
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
I Capital To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
28,788,000
|
|
4.11
|
%
|
$
|
28,017,518
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
30,522,000
|
|
4.36
|
%
|
28,001,835
|
|
>
|
|
4.0
|
%
|
42,002,752
|
|
>
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
I Capital To Average Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
28,788,000
|
|
3.08
|
%
|
$
|
37,387,013
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
30,522,000
|
|
3.27
|
%
|
37,335,780
|
|
>
|
|
4.0
|
%
|
46,669,725
|
|
>
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Risk-Based Capital To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
47,485,000
|
|
6.28
|
%
|
$
|
60,490,446
|
|
>
|
|
8.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
46,763,000
|
|
6.19
|
%
|
60,436,834
|
|
>
|
|
8.0
|
%
|
75,546,042
|
|
>
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
I Capital To Risk Weighted Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
36,490,000
|
|
4.83
|
%
|
$
|
30,219,462
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
35,771,000
|
|
4.73
|
%
|
30,250,317
|
|
>
|
|
4.0
|
%
|
45,375,476
|
|
>
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier
I Capital To Average Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
36,490,000
|
|
3.44
|
%
|
$
|
42,430,233
|
|
>
|
|
4.0
|
%
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
35,771,000
|
|
3.37
|
%
|
42,458,160
|
|
>
|
|
4.0
|
%
|
53,072,700
|
|
>
|
|
5.0
|
%
|
We had outstanding junior subordinated debentures commonly referred to
as Trust Preferred Securities totaling $10.3 million at June 30, 2010 and December 31,
2009. The Trust Preferred Securities
qualify as a Tier I capital under risk-based capital guidelines provided that
total Trust Preferred Securities do not exceed certain quantitative
limits. At June 30, 2010 and December 31,
2009, all of the Trust Preferred Securities qualify as a Tier I capital. We had outstanding subordinated debentures
totaling $1.4 million at June 30, 2010 and December 31, 2009. The subordinated debentures qualify as a Tier
II capital under risk-based capital guidelines.
At June 30, 2010 and December 31, 2009, all of the
subordinated debentures qualify as a Tier II capital.
41
Table of Contents
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For the
Six Months Ended June 30, 2010
Pursuant
to Item 305(e) of Regulation S-K, no disclosure under this item is
required.
42
Table of
Contents
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
Item
4T. Controls and Procedures
For the Six Months Ended
June 30, 2010
The Companys management, including the Chief
Executive Officer and Chief Financial Officer, supervised and participated in
an evaluation of the effectiveness of its disclosure controls and procedures
(as defined in federal securities rules) as of the end of the period covered by
this report. Based on, and as of the
date of, that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures were effective in accumulating and communicating information to
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures of
that information under the Securities and Exchange Commissions rules and
forms. The Companys disclosure controls
and procedures are designed to ensure that the information required to be
disclosed in reports that are filed or submitted by the Company pursuant to the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms.
During the second quarter of
2010, there were no significant changes in the Companys internal control over
financial reporting or, to the Companys knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial
reporting. However, the design of any
system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events.
There can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote.
43
Table of Contents
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
Part II. Other Information
For the Six Months Ended
June 30, 2010
PART II: OTHER
INFORMATION:
Item 1. Legal Proceedings
Please refer to the material
pending legal proceedings discussed in Part I, Item 3. Legal Proceedings in
our Annual Report on form 10-K for the year ended December 31, 2009. There have been no material developments in
the matters discussed in our Annual Report and there are no further material
legal proceedings to which the Company or the Bank is a party or of which their
property is the subject.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you
should carefully consider the factors discussed below and in Part I, Item 1A.
Risk Factors in our Annual Report on Form 10-K for the year ended December 31,
2009, which could materially affect our business, financial condition or future
results. The risks described below and in our Annual Report on Form 10-K are
not the only risks facing us. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating results.
Due to our current
noncompliance with the Order and risk of future noncompliance we may be subject
to certain additional operational and financial restrictions that will require
us to take specific actions.
The Bank is currently categorized
as significantly undercapitalized and, pursuant to the prompt corrective
action provisions of the Federal Deposit Insurance Act and the prompt
corrective action regulations of the FDIC promulgated thereunder (collectively,
the PCA Provisions), the Bank received
Notification of Prompt Corrective Action from the FDIC on March 26, 2010, which
required that the Bank file a capital restoration plan within 45 days of
receiving the Notification. In addition,
because of the Banks significantly-undercapitalized status, the Bank is
automatically subject to, among other things, restrictions on dividends,
management fees, and asset growth, and is prohibited from opening new branches,
making acquisitions or engaging in new lines of business without the approval
of the FDIC.
Significantly
undercapitalized depository institutions may also be subject to any of the
following requirements and restrictions, including: (i) selling sufficient
voting stock to become adequately capitalized; (ii) directing the Bank to merge
or be acquired: (iii) limiting certain affiliate transactions; (iv) restricting
interest rates paid on deposits; (v) restricting asset growth or reducing total
assets, (vi) altering or eliminating any activities that pose excessive risk to
the Bank; (vii) improving management through an election of a new board of
directors, dismissals, or the hiring of new executives, (viii) ceasing the
acceptance of deposits from correspondent banks, (ix) divesting the holding
company; and (x) performing any other appropriate action.
If the capital at the Bank
further deteriorates, and the Bank is categorized as critically
undercapitalized, subject to limited exceptions, it will be subject to the
appointment, by the appropriate federal banking agency, of a receiver or
conservator within 90 days of the date on which it becomes critically
undercapitalized. In addition,
critically-undercapitalized banks are prohibited from paying principal or
interest on subordinated debt without FDIC approval. FDIC approval is also required for a
critically- undercapitalized institution to engage in certain activities,
including, but not limited to, entering into any material transaction other
than in the usual course of business, extending credit for any highly leveraged
transaction, making any material change in accounting methods, amending its
articles or bylaws, engaging in any covered transaction with an affiliate (as
defined in section 23A of the Federal Reserve Act), paying excessive
compensation or bonuses, and paying interest on deposits in excess of the
prevailing rate in the institutions market area.
In addition, because the
Bank is not in compliance with the Order, it could also be subject to
enforcement actions by the FDIC and Georgia Department. The various enforcement
measures available to the FDIC and Georgia Department, include the imposition
of a conservator or receiver (which would likely result in a substantial
diminution or a total loss of the Companys investment in the Bank), the
judicial enforcement of the Order, the termination of insurance of deposits,
the imposition of civil money penalties, and the issuance of removal and
44
Table of Contents
prohibition orders against
institution-affiliated parties and the imposition of restrictions and sanctions
under the prompt corrective action provisions discussed above.
Further noncompliance with
the Order, the failure to comply with our capital restoration plan, or further
deterioration of our capital, could impact our ability to continue operations
and, in such a scenario, it is unlikely that our shareholders would realize any
value for their common stock.
We need to raise
additional capital that may not be available to us.
Regulatory authorities
require us to maintain adequate levels of capital to support our operations. As
described above, we are significantly-undercapitalized and have an immediate
need to raise capital. In addition, even if we succeed in raising this capital,
we may need to raise additional capital in the future due to additional losses
or regulatory mandates. The ability to raise additional capital, if needed,
will depend in part on conditions in the capital markets at that time, which
are outside our control, and on our financial performance. Accordingly,
additional capital may not be raised, if and when needed, on terms acceptable
to us, or at all. If we cannot raise additional capital when needed, our
ability to increase our capital ratios could be materially impaired and we
could face additional regulatory challenges. In addition, if we issue
additional equity capital, it may be at a lower price and in all cases our
existing shareholders interest would be diluted.
Compliance
with the recently enacted Dodd-Frank Reform Act may adversely impact our
earnings.
On
July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the Dodd-Frank Reform Act) into law. The Dodd-Frank Reform Act represents a
significant overhaul of many aspects of the regulation of the
financial-services industry. Major
elements in the Dodd-Frank Reform Act include the following:
·
The establishment of the Financial Stability
Oversight Counsel, which will be responsible for identifying and monitoring
systemic risks posed by financial firms, activities, and practices.
·
Enhanced supervision of large bank holding
companies (i.e., those with over $50 billion in total consolidated assets),
with more stringent supervisory standards to be applied to them.
·
The creation of a special regime to allow for
the orderly liquidation of systemically important financial companies,
including the establishment of an orderly liquidation fund.
·
The development of regulations to address
derivatives markets, including clearing and exchange trading requirements and a
framework for regulating derivatives-market participants.
·
Enhanced supervision of credit-rating
agencies through the Office of Credit Ratings within the SEC.
·
Increased regulation of asset-backed
securities, including a requirement that issuers of asset-backed securities
retain at least 5% of the risk of the asset-backed securities.
·
The establishment of a Bureau of Consumer
Financial Protection, within the Federal Reserve, to serve as a dedicated
consumer-protection regulatory body.
·
Amendments to the Truth in Lending Act aimed
at improving consumer protections with respect to mortgage originations,
including originator compensation, minimum repayment standards, and prepayment
considerations.
The
majority of the provisions in the Dodd-Frank Reform Act are aimed at financial
institutions that are significantly larger than the Company or the Bank. Nonetheless, there are provisions with which
we will have to comply now that the Dodd-Frank Reform Bill is signed into
law. As rules and regulations are
promulgated by the federal agencies responsible for implementing and enforcing
the provisions in the Dodd-Frank Reform Act, we will have to work to apply
resources to ensure that we are in compliance with all applicable provisions,
which may adversely impact our earnings.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
Not Applicable
45
Table
of Contents
Item 4. Reserved
Item 5. Other Information
None
Item 6. Exhibits
(a)
Exhibits:
31.1
Certification
of Chief Executive Officer Pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934, as amended
31.2
Certification
of Chief Financial Officer Pursuant to Rule 13a-14 under the Securities
Exchange Act of 1934, as amended
32
Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the
Securities Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
/s/ Mark A. Stevens
|
|
|
|
Mark A. Stevens
|
|
President and Chief Executive Officer
|
|
Date: July 23, 2010
46
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