UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
x
|
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For the quarterly period ended March 31,
2008
OR
o
|
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For the transition period from
to
Commission File Number: 000-51556
CENTENNIAL BANK HOLDINGS, INC.
(Exact name of
registrant as specified in its charter)
DELAWARE
|
|
41-2150446
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
1331 Seventeenth St., Suite 300
Denver, CO
|
|
80202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
303-293-5563
(Registrants
telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended 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 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
x
|
Non-accelerated Filer
o
(Do not check if smaller reporting company)
|
|
Smaller
reporting Company
o
|
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes
o
No
x
As of May 1, 2008, there were 52,656,497
shares of the registrants common stock outstanding, including 1,724,941 shares
of unvested stock grants and excluding 63,123 shares to be issued under its
deferred compensation plan.
Forward-Looking Statements and Factors that Could
Affect Future Results
Certain statements
contained in this Quarterly Report on Form 10-Q that are not statements of
historical fact constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the Act), notwithstanding
that such statements are not specifically identified. In addition, certain
statements may be contained in our future filings with the SEC, in press
releases, and in oral and written statements made by or with our approval that
are not statements of historical fact and constitute forward-looking statements
within the meaning of the Act. Examples
of forward-looking statements include, but are not limited to: (i) projections
of revenues, expenses, income or loss, earnings or loss per share, the payment
or nonpayment of dividends, capital structure and other financial items; (ii) statements
of plans, objectives and expectations of the Company or its management or board
of directors, including those relating to products or services; (iii) statements
of future economic performance; and (iv) statements of assumptions
underlying such statements. Words such as believes, anticipates, expects,
intends, targeted, continue, remain, will, should, may and other
similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
Forward-looking
statements involve risks and uncertainties that may cause actual results to
differ materially from those in such statements. Factors that could cause
actual results to differ from those discussed in the forward-looking statements
include, but are not limited to:
·
Local,
regional, national and international economic conditions and the impact they
may have on us and our customers, and our assessment of that impact.
·
Changes
in the level of nonperforming assets and charge-offs.
·
The
effects of and changes in trade and monetary and fiscal policies and laws,
including the interest rate policies of the Federal Open Market Committee of
the Federal Reserve Board.
·
Inflation
and interest rate, securities market and monetary fluctuations.
·
Political
instability, acts of war or terrorism and natural disasters.
·
The
timely development and acceptance of new products and services and perceived
overall value of these products and services by customers.
·
Revenues
are lower than expected.
·
Changes
in consumer spending, borrowings and savings habits.
·
Changes
in the financial performance and/or condition of our borrowers.
·
Credit
quality deterioration, which could cause an increase in the provision for loan
losses.
·
Technological
changes.
·
Acquisitions
of acquired businesses and greater than expected costs or difficulties related
to the integration of acquired businesses.
·
The ability to increase
market share and control expenses.
·
Changes in the competitive
environment among financial or bank holding companies and other financial
service providers.
·
The effect of changes in
laws and regulations with which we and our subsidiaries must comply.
·
Changes in the securities
markets.
·
The effect of changes in
accounting policies and practices, as may be adopted by the regulatory
agencies, as well as the Public Company Accounting Oversight Board, the
Financial Accounting Standards Board and other accounting standard setters.
·
Changes in our organization,
compensation and benefit plans.
·
The costs and effects of
legal and regulatory developments including the resolution of legal proceedings
or regulatory or other governmental inquiries and the results of regulatory
examinations or reviews.
·
Our success at managing the
risks involved in the foregoing items.
Forward-looking statements speak only as of the date on which such statements
are made. We do not intend to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made, or to reflect the occurrence of unanticipated
events.
3
PART I - FINANCIAL INFORMATION
ITEM 1. Unaudited Consolidated Financial
Statements
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Consolidated Balance Sheets
|
|
March 31, 2008
|
|
December 31, 2007
|
|
|
|
(Dollars in thousands, except share data)
|
|
Assets
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
51,770
|
|
$
|
51,611
|
|
Federal funds sold
|
|
9,788
|
|
745
|
|
Cash and cash equivalents
|
|
61,558
|
|
52,356
|
|
Securities available for sale, at fair value
|
|
116,742
|
|
118,964
|
|
Securities held to maturity (fair value of $14,361 and $14,916 at
March 31, 2008 and December 31, 2007, respectively)
|
|
14,106
|
|
14,889
|
|
Bank stocks, at cost
|
|
32,588
|
|
32,464
|
|
Total investments
|
|
163,436
|
|
166,317
|
|
|
|
|
|
|
|
Loans, net of unearned discount
|
|
1,759,297
|
|
1,781,647
|
|
Less allowance for loan losses
|
|
(26,048
|
)
|
(25,711
|
)
|
Net loans
|
|
1,733,249
|
|
1,755,936
|
|
Loans, held for sale
|
|
|
|
492
|
|
Premises and equipment, net
|
|
69,519
|
|
69,981
|
|
Other real estate owned and foreclosed assets
|
|
1,715
|
|
3,517
|
|
Goodwill
|
|
250,748
|
|
250,748
|
|
Other intangible assets, net
|
|
31,056
|
|
32,933
|
|
Other assets
|
|
33,798
|
|
39,384
|
|
Total assets
|
|
$
|
2,345,079
|
|
$
|
2,371,664
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
Noninterest-bearing demand
|
|
$
|
473,247
|
|
$
|
515,299
|
|
Interest-bearing demand
|
|
738,429
|
|
732,156
|
|
Savings
|
|
71,617
|
|
71,944
|
|
Time
|
|
426,789
|
|
480,108
|
|
Total deposits
|
|
1,710,082
|
|
1,799,507
|
|
Securities sold under agreements to repurchase and federal funds
purchased
|
|
36,400
|
|
23,617
|
|
Borrowings
|
|
117,227
|
|
63,715
|
|
Subordinated debentures
|
|
41,239
|
|
41,239
|
|
Interest payable and other liabilities
|
|
18,670
|
|
24,932
|
|
Total liabilities
|
|
1,923,618
|
|
1,953,010
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
Common
stock$.001 par value; 100,000,000 shares authorized, 64,514,450 shares
issued, 52,726,120 shares outstanding at March 31, 2008 (includes
1,732,011 shares of unvested restricted stock and 63,123 shares to be
issued); 64,378,450 shares issued, 52,616,991 shares outstanding at December 31,
2007 (includes 1,651,345 shares of unvested restricted stock and 60,507 of
shares to be issued).
|
|
65
|
|
64
|
|
Additional paid-in capital
|
|
618,382
|
|
617,611
|
|
Shares to be issued for deferred compensation obligations
|
|
585
|
|
573
|
|
Accumulated deficit
|
|
(92,022
|
)
|
(95,196
|
)
|
Accumulated other comprehensive loss
|
|
(2,572
|
)
|
(1,472
|
)
|
Treasury Stock, at cost, 10,985,892 and 10,983,653, respectively
|
|
(102,977
|
)
|
(102,926
|
)
|
Total stockholders equity
|
|
421,461
|
|
418,654
|
|
Total liabilities and stockholders equity
|
|
$
|
2,345,079
|
|
$
|
2,371,664
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited
Consolidated Financial Statements.
4
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Income
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(Dollars in thousands, except share and per
share data)
|
|
Interest income:
|
|
|
|
|
|
Loans, including fees
|
|
$
|
31,040
|
|
$
|
39,738
|
|
Investment securities:
|
|
|
|
|
|
Taxable
|
|
615
|
|
621
|
|
Tax-exempt
|
|
893
|
|
1,412
|
|
Dividends
|
|
470
|
|
475
|
|
Federal funds sold and other
|
|
385
|
|
114
|
|
Total interest income
|
|
33,403
|
|
42,360
|
|
Interest expense:
|
|
|
|
|
|
Deposits
|
|
9,795
|
|
13,346
|
|
Federal funds purchased and repurchase agreements
|
|
137
|
|
301
|
|
Borrowings
|
|
1,029
|
|
932
|
|
Subordinated debentures
|
|
792
|
|
938
|
|
Total interest expense
|
|
11,753
|
|
15,517
|
|
Net interest income
|
|
21,650
|
|
26,843
|
|
Provision for loan losses
|
|
875
|
|
849
|
|
Net interest income, after provision for loan losses
|
|
20,775
|
|
25,994
|
|
Noninterest income:
|
|
|
|
|
|
Customer service and other fees
|
|
2,276
|
|
2,443
|
|
Gain on sale of securities
|
|
138
|
|
|
|
Other
|
|
101
|
|
124
|
|
Total noninterest income
|
|
2,515
|
|
2,567
|
|
Noninterest expense:
|
|
|
|
|
|
Salaries and employee benefits
|
|
9,720
|
|
10,974
|
|
Occupancy expense
|
|
2,001
|
|
2,121
|
|
Furniture and equipment
|
|
1,314
|
|
1,240
|
|
Amortization of intangible assets
|
|
1,877
|
|
2,195
|
|
Other general and administrative
|
|
3,798
|
|
4,152
|
|
Total noninterest expense
|
|
18,710
|
|
20,682
|
|
Income before income taxes
|
|
4,580
|
|
7,879
|
|
Income tax expense
|
|
1,335
|
|
2,470
|
|
Net income
|
|
$
|
3,245
|
|
$
|
5,409
|
|
|
|
|
|
|
|
Earnings per sharebasic:
|
|
$
|
0.06
|
|
$
|
0.10
|
|
Earnings per sharediluted:
|
|
$
|
0.06
|
|
$
|
0.10
|
|
|
|
|
|
|
|
Weighted average shares outstanding-basic
|
|
50,988,229
|
|
54,792,527
|
|
Weighted average shares outstanding-diluted
|
|
51,049,525
|
|
54,902,229
|
|
See Notes to
Unaudited Consolidated Financial Statements.
5
CENTENNIAL BANK HOLDINGS, INC. AND
SUBSIDIARIES
Unaudited
Consolidated Statements of Changes in Stockholders Equity and Comprehensive
Income
|
|
Common
Stock
Shares
Outstanding
and to be
Issued
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Shares to
be Issued
|
|
Treasury
Stock
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Totals
|
|
|
|
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
57,236,795
|
|
$
|
614,553
|
|
$
|
775
|
|
$
|
(69,574
|
)
|
$
|
42,896
|
|
$
|
809
|
|
$
|
589,459
|
|
Comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
5,409
|
|
|
|
5,409
|
|
Other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(129
|
)
|
(129
|
)
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,280
|
|
Stock
compensation awards, net of forfeitures
|
|
34,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned stock
award compensation
|
|
|
|
867
|
|
|
|
|
|
|
|
|
|
867
|
|
Repurchase of
common stock
|
|
(1,718,800
|
)
|
|
|
|
|
(14,537
|
)
|
|
|
|
|
(14,537
|
)
|
Deferred
compensation
|
|
3,305
|
|
|
|
28
|
|
|
|
|
|
|
|
28
|
|
Common shares
issued
|
|
|
|
|
|
(5
|
)
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2007
|
|
55,555,400
|
|
$
|
615,420
|
|
$
|
798
|
|
$
|
(84,106
|
)
|
$
|
48,305
|
|
$
|
680
|
|
$
|
581,097
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
52,616,991
|
|
$
|
617,675
|
|
$
|
573
|
|
$
|
(102,926
|
)
|
$
|
(95,196
|
)
|
$
|
(1,472
|
)
|
$
|
418,654
|
|
Adjustment to
apply EITF 06-04
|
|
|
|
|
|
|
|
|
|
(71
|
)
|
|
|
(71
|
)
|
Comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
3,245
|
|
|
|
3,245
|
|
Other
comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(1,100
|
)
|
(1,100
|
)
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,145
|
|
Stock compensation
awards, net of forfeitures
|
|
115,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned stock
award compensation
|
|
|
|
772
|
|
|
|
|
|
|
|
|
|
772
|
|
Repurchase of
common stock
|
|
(9,087
|
)
|
|
|
|
|
(51
|
)
|
|
|
|
|
(51
|
)
|
Deferred
compensation
|
|
2,616
|
|
|
|
12
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
March 31, 2008
|
|
52,726,120
|
|
$
|
618,447
|
|
$
|
585
|
|
$
|
(102,977
|
)
|
$
|
(92,022
|
)
|
$
|
(2,572
|
)
|
$
|
421,461
|
|
See Notes to Unaudited Condensed Consolidated
Financial Statements.
6
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(In thousands)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
Net income
|
|
$
|
3,245
|
|
$
|
5,409
|
|
Adjustments to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
Depreciation and amortization
|
|
2,904
|
|
3,423
|
|
Provision for loan losses
|
|
875
|
|
849
|
|
Stock compensation
|
|
772
|
|
867
|
|
Gain on sale of securities
|
|
(138
|
)
|
|
|
Loss on sale of real estate owned and assets
|
|
5
|
|
96
|
|
Real estate valuation adjustments
|
|
633
|
|
158
|
|
Other
|
|
(173
|
)
|
(118
|
)
|
Net change in:
|
|
|
|
|
|
Accrued interest receivable and other assets
|
|
5,515
|
|
1,530
|
|
Accrued interest payable and other liabilities
|
|
(4,973
|
)
|
(2,519
|
)
|
Net cash provided by operating activities
|
|
8,665
|
|
9,695
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Activity in available-for-sale securities:
|
|
|
|
|
|
Maturities, prepayments, and calls
|
|
25,826
|
|
8,970
|
|
Purchases
|
|
(25,204
|
)
|
(1,527
|
)
|
Activity in held-to-maturity securities and bank stocks:
|
|
|
|
|
|
Maturities, prepayments, and calls
|
|
784
|
|
39
|
|
Loan originations and principal collections, net
|
|
21,808
|
|
58,788
|
|
Proceeds from sale of loans held for sale
|
|
492
|
|
|
|
Proceeds from sales of foreclosed assets
|
|
582
|
|
349
|
|
Proceeds from sales of premises and equipment
|
|
|
|
2
|
|
Additions to premises and equipment
|
|
(568
|
)
|
(522
|
)
|
Net cash provided by investing activities
|
|
23,720
|
|
66,099
|
|
Cash flows from financing activities:
|
|
|
|
|
|
Net increase (decrease) in deposits
|
|
(89,425
|
)
|
11,764
|
|
Net change in short-term borrowings
|
|
(16,359
|
)
|
(36,391
|
)
|
Proceeds from issuance of debt
|
|
69,875
|
|
|
|
Repayment of long-term debt
|
|
(6
|
)
|
(1,405
|
)
|
Net change in federal funds purchased and repurchase agreements
|
|
12,783
|
|
9,225
|
|
Repurchase of common stock
|
|
(51
|
)
|
(14,537
|
)
|
Net cash used by financing activities
|
|
(23,183
|
)
|
(31,344
|
)
|
Net change in cash and cash equivalents
|
|
9,202
|
|
44,450
|
|
Cash and cash equivalents, beginning of period
|
|
52,356
|
|
49,620
|
|
Cash and cash equivalents, end of period
|
|
$
|
61,558
|
|
$
|
94,070
|
|
See Notes to
Unaudited Consolidated Financial Statements.
7
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated
Financial Statements
(1)
Organization, Operations and Basis of Presentation
Centennial
Bank Holdings, Inc. is a financial holding company and a bank holding
company registered under the Bank Holding Company Act of 1956, as amended. Our
principal business is to serve as a holding company for our subsidiaries. As of
March 31, 2008, Centennial has a single bank subsidiary, Guaranty Bank and
Trust Company, referred to as Guaranty Bank or the Bank. At December 31
2007, Centennials subsidiaries were Guaranty Bank and Centennial Bank of the
West, referred to as CBW. CBW was merged
into Guaranty Bank on January 1, 2008.
Reference
to Banks means Guaranty Bank and CBW, and we or Company means Centennial
Bank Holdings, Inc. on a consolidated basis with the Banks, if
applicable. References to Centennial
or to the holding company refer to the parent company on a stand-alone basis.
The Bank is a full-service community bank offering an array
of banking products and services to the communities it serves along the Front
Range of Colorado, including accepting time and demand deposits and originating
commercial loans (including energy loans), real estate loans, Small Business
Administration guaranteed loans and consumer loans. The Bank also provides trust services,
including personal trust administration, estate settlement, investment
management accounts and self-directed IRAs.
Substantially all loans are secured by specific items of collateral
including business assets, consumer assets and commercial and residential real
estate. Commercial loans are expected to
be repaid from cash flow from operations of business. There are no significant concentrations of
loans to any one industry or customer.
However, the customers ability to repay their loans is dependent on the
real estate and general economic conditions of the area, among other factors.
On May 6, 2008, the stockholders of Centennial Bank
Holdings, Inc. approved the proxy proposal to change the name of the
holding company to Guaranty Bancorp.
This name change will be effective on May 12, 2008.
(a)
Basis of
Presentation
The
accounting and reporting policies of the Company conform to generally accepted
accounting principles in the United States of America. All significant
intercompany balances and transactions have been eliminated. Our financial
statements reflect all adjustments that are, in the opinion of management,
necessary for a fair presentation of the financial position and results of
operations for the periods presented. Certain information and note disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles in the United States of America
have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission. The interim operating results are not
necessarily indicative of operating results for the full year.
(b)
Use of
Estimates
The
preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the dates of the consolidated balance
sheets and income and expense for the periods presented. Actual results could
differ significantly from those estimates. Material estimates that are
particularly susceptible to significant changes include the assessment for
impairment of certain investment securities, the allowance for loan losses,
valuation of other real estate owned, deferred tax assets and liabilities,
goodwill and other intangible assets and stock compensation expense. Assumptions and factors are evaluated on an
annual basis or whenever events or changes in circumstance indicate that the
previous assumptions and factors have changed.
The result of the analysis could result in adjustments to the estimates.
(c)
Allowance
for Loan Losses
The
allowance for loan losses is reported as a reduction of outstanding loan
balances. The allowance for loan losses
is a valuation allowance for probable incurred loan losses.
The
allowance for loan losses is evaluated on a regular basis by management and
based upon managements periodic review of the collectibility of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect borrowers ability to repay, estimated value
of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as
it requires estimates that are susceptible to significant revision as more
information becomes available.
8
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
In
addition to the allowance for loan losses, the Company records a reserve for
unfunded commitments. Similar to the
allowance for loan losses, the reserve for unfunded commitments is evaluated on
a regular basis by management. This
reserve is recorded in other liabilities.
(d)
Goodwill
and Other Intangible Assets
Goodwill
represents the excess of cost over the fair value of the net assets of businesses
acquired. Goodwill and intangible assets
acquired in a purchase business combination and determined to have an
indefinite useful life are tested for impairment and not amortized. Intangible
assets with definite useful lives are amortized over their estimated useful
lives to their estimated residual values.
Goodwill
is our only intangible asset with an indefinite life. The annual impairment analysis of goodwill
includes identification of reporting units, the determination of the carrying
value of each reporting unit, including the existing goodwill and intangible
assets, and estimating the fair value of each reporting unit. We have identified one significant reporting
unit banking operations. The Company tests for impairment of goodwill
annually as of October 31, or if an event occurs or circumstances change
that would more likely than not reduce the fair value of the reporting
unit. We determine the fair value of our
reporting unit and compare it to its carrying amount. If the carrying amount of a reporting unit
exceeds its fair value, we are required to perform a second step to the
impairment test to measure the extent of the impairment.
During
the first quarter 2008, no events occurred nor circumstances changed that would
more likely than not reduce the fair value of the reporting unit. Therefore, no goodwill impairment testing was
deemed necessary prior to the annual goodwill impairment testing date of October 31.
Core
deposit intangible assets, referred to as CDI, are recognized apart from
goodwill at the time of acquisition based on valuations prepared by independent
third parties or other estimates of fair value. In preparing such valuations,
variables such as deposit servicing costs, attrition rates, and market discount
rates are considered. CDI assets are amortized to expense over their useful
lives, which we have estimated to range from 7 years to 15 years.
(e)
Stock
Incentive Plan
The
Companys Amended and Restated 2005 Stock Incentive Plan (Plan) provides for
up to 2,500,000 grants of stock options, stock awards, stock units awards,
performance stock awards, stock appreciation rights, and other equity-based
awards to key employees, nonemployee directors, consultants and prospective
employees. Through March 31, 2008, the Company has only granted stock
awards. The Company accounts for the equity-based compensation using the
provisions of Statement of Financial Accounting Standards (SFAS) No. 123R,
Share-Based Payment
. The Company
recognizes expense for services received in a share-based payment transaction
as services are received. That cost is recognized on a straight-line basis over
the period during which an employee or director provides service in exchange
for the award. The Company has issued stock awards that vest based on service
periods from one to four years, performance conditions, and awards with both
service periods and performance conditions. The performance-based share awards
expire December 31, 2012. The compensation cost of employee and director
services received in exchange for stock awards is based on the grant-date fair
value of the award (as determined by quoted market prices). The stock
compensation expense recognized reflects estimated forfeitures, adjusted as
necessary based on actual forfeitures.
(f)
Deferred Compensation
Plans
The
Company has Deferred Compensation Plans (the Plans) that allow directors and
certain key employees to voluntarily defer compensation. Compensation expense
is recorded for the deferred compensation and a related liability is recognized.
Participants may elect designated investment options for the notional
investment of their deferred compensation. The recorded obligations are
adjusted for deemed income or loss related to the investments selected.
Participants in certain Plans are given the opportunity to elect to have all or
a portion of their deferred compensation earn a rate of return equal to the
total return on the Companys common stock. The Plans do not provide for
diversification of a participants assets allocated to Company common stock and
assets allocated to Company common stock can only be settled with a fixed
number of shares of stock. In accordance with Emerging Issues Task Force Issue
97-14,
Accounting for
9
CENTENNIAL BANK
HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
Deferred Compensation
Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested
, the deferred compensation obligation
associated with Company common stock is classified as a component of
stockholders equity and the related shares are treated as shares to be issued
and are included in total shares outstanding for earnings per share and balance
sheet purposes only. At March 31,
2008 and December 31, 2007, the total shares outstanding included 63,123
and 60,507 shares, respectively, to be issued.
Subsequent changes in the fair value of the common stock are not
reflected in earnings or stockholders equity of the Company. Actual Company stock held by the Company for
the satisfaction of obligations of the Plans is classified as treasury stock.
(g)
Income
taxes
Effective January 1, 2007, the
Company adopted FASB Interpretation 48,
Accounting
for Uncertainty in Income Taxes
(FIN 48). A tax position is
recognized as a benefit only if it is more likely than not that the tax
position would be sustained in a tax examination, with a tax examination being
presumed to occur. The amount recognized is the largest amount of tax benefit
that is greater than 50% likely to be realized on examination. For tax
positions not meeting the more likely than not test, no tax benefit is
recorded. The adoption of FIN 48 on January 1, 2007, had no effect
on the Companys financial statements.
The Company and its subsidiaries are
subject to U.S. federal income tax and State of Colorado tax. The Company is no
longer subject to examination by Federal or state taxing authorities for years
before 2004. At March 31, 2008 and December 31, 2007, the Company did
not have any unrecognized tax benefits. The Company does not expect the total
amount of unrecognized tax benefits to significantly increase in the next
twelve months. The Company recognizes interest related to income tax matters in
other interest expense and penalties related to income tax matters in other
noninterest expense. At March 31,
2008 and December 31, 2007, the Company does not have any amounts accrued
for interest and penalties.
(h)
Earnings
per Common Share
Basic earnings per share represents
income available to common stockholders divided by the weighted average number
of common shares outstanding during the period.
Diluted earnings per share reflect additional common shares that would
have been outstanding if potential dilutive common shares had been issued. In accordance with SFAS No. 128 (As
Amended),
Earnings per Share
, the Companys
obligation to issue shares of stock to participants in its deferred
compensation plan has been treated as outstanding shares of stock in the basic
earnings per share calculation. Dilutive
common shares that may be issued by the Company relate to unvested common share
grants subject to a service condition for the three-month periods ended March 31,
2008 and 2007. Outstanding restricted
shares with an anti-dilutive impact, which are excluded from the earnings per
common share computation, include performance-based shares and service-based
shares that are not considered dilutive.
For the three-months ended March 31, 2008 and 2007, the
anti-dilutive restricted shares excluded from the earnings per common share
computation are 1,670,715 and 1,650,223, respectively.
Earnings per common share have been
computed based on the following:
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Average common shares outstanding
|
|
50,988,229
|
|
54,792,527
|
|
Effect of dilutive unvested stock grants
|
|
61,296
|
|
109,702
|
|
Average shares outstanding for calculating diluted earnings per
common share
|
|
51,049,525
|
|
54,902,229
|
|
(i)
Recently Issued Accounting
Standards
Adoption of New Accounting Standards:
In September 2006, the FASB issued
Statement No. 157,
Fair Value Measurements
. This Statement defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. This Statement
establishes a fair value hierarchy about the
10
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
assumptions used to
measure fair value and clarifies assumptions about risk and the effect of a
restriction on the sale or use of an asset.
The standard is effective for fiscal years beginning after November 15,
2007. In February 2008, the FASB issued Staff Position (FSP) 157-2,
Effective Date of FASB Statement No. 157
. This FSP delays the effective date of FAS 157
for all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually) to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The adoption of FAS 157 on January 1, 2008 did not
have a material impact on the Companys consolidated financial position,
results of operations or cash flows.
See Note 8 for further disclosure regarding the implementation of this
accounting pronouncement.
In February 2007,
the FASB issued Statement No. 159,
The Fair Value Option for
Financial Assets and Financial Liabilities
. The standard provides companies with an
option to report selected financial assets and liabilities at fair value and
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities.
The new standard became effective for the Company on January 1,
2008. Upon adoption of this accounting
pronouncement on January 1, 2008, the Company did not elect the fair value
option for any financial assets or financial liabilities.
In September 2006, the FASB Emerging Issues Task
Force finalized Issue No. 06-4,
Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar
Life Insurance Arrangements
.
This issue requires that a liability be recorded during the service
period when a split-dollar life insurance agreement continues after
participants employment or retirement.
The required accrued liability will be based on either the
post-employment benefit cost for the continuing life insurance or based on the
future death benefit, depending on the contractual terms of the underlying
agreement. This issue is effective for
fiscal years beginning after December 15, 2007.
Upon adoption of this issue on January 1, 2008,
the Company recorded a cumulative effect adjustment to reduce beginning
retained earnings as of January 1, 2008 by $71,000.
On November 5, 2007, the SEC
issued Staff Accounting Bulletin No. 109,
Written Loan
Commitments Recorded at Fair Value through Earnings
(SAB 109). Previously,
SAB 105,
Application of
Accounting
Principles to Loan Commitments
, stated that in measuring the fair
value of a derivative loan commitment, a company should not incorporate the
expected net future cash flows related to the associated servicing of the loan.
SAB 109 supersedes SAB 105 and indicates that the expected net future cash
flows related to the associated servicing of the loan should be included in
measuring fair value for all written loan commitments that are accounted for at
fair value through earnings. SAB 105
also indicated that internally-developed intangible assets should not be
recorded as part of the fair value of a derivative loan commitment, and SAB 109
retains that view. SAB 109 is effective
for derivative loan commitments issued or modified in fiscal quarters beginning
after December 15, 2007.
The adoption of this SAB on January 1,
2008 did not have a material impact on the Companys consolidated financial
position, results of operations or cash flows.
Newly Issued But Not Yet Effective Accounting Standards:
In December 2007, the FASB issued Statement No. 141R,
Business Combinations (Revised)
(SFAS 141R). SFAS 141R
replaces the current standard on business combinations and will significantly
change the accounting for and reporting of business combinations in
consolidated financial statements. This statement requires an entity to measure
the business acquired at fair value and to recognize goodwill attributable to
any noncontrolling interests (previously referred to as minority interests)
rather than just the portion attributable to the acquirer. The statement
will also result in fewer exceptions to the principle of measuring assets
acquired and liabilities assumed in a business combination at fair value.
In addition, the statement will result in payments to third parties for
consulting, legal, audit, and similar services associated with an acquisition
to be recognized as expenses when incurred rather than capitalized as part of
the business combination. SFAS 141R is effective for fiscal years
beginning on or after December 15, 2008.
In March 2008,
the FASB issued Statement No. 161,
Disclosures about
Derivative Instruments and Hedging Activities an Amendment of FASB Statement No. 133
(SFAS 161). SFAS 161 amends Statement
133 by requiring expanded disclosures about an entitys derivative instruments
and hedging activities, but does not change Statement 133s scope or
accounting. This statement requires
increased qualitative, quantitative, and credit-risk disclosures. SFAS 161 also amends Statement No. 107
to clarify that derivative instruments are subject to Statement 107s
concentration-of-credit-risk disclosures.
SFAS 161 is effective for fiscal years beginning on or after November 15,
2008.
11
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
(j
)
Reclassifications
Certain amounts in
prior year financial statements have been reclassified to conform to the
current year
presentation. These
reclassifications had no impact on the Companys consolidated financial
position, results of operations or net change in cash and cash equivalents.
(2)
Securities
The amortized cost and estimated fair value of debt securities are as
follows:
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Fair value
|
|
|
|
(In thousands)
|
|
|
|
March 31, 2008
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
U.S. government agencies and government-sponsored entities
|
|
$
|
2,493
|
|
$
|
16
|
|
$
|
|
|
$
|
2,509
|
|
State and municipal
|
|
78,004
|
|
1,070
|
|
(5,564
|
)
|
73,510
|
|
Mortgage-backed
|
|
38,752
|
|
341
|
|
(16
|
)
|
39,077
|
|
Marketable equity
|
|
1,099
|
|
|
|
|
|
1,099
|
|
Other securities
|
|
547
|
|
|
|
|
|
547
|
|
Securities available-for-sale
|
|
$
|
120,895
|
|
$
|
1,427
|
|
$
|
(5,580
|
)
|
$
|
116,742
|
|
|
|
|
|
|
|
|
|
|
|
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
|
|
$
|
14,106
|
|
$
|
259
|
|
$
|
(4
|
)
|
$
|
14,361
|
|
|
|
December 31, 2007
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
U.S. government agencies and government-sponsored entities
|
|
$
|
10,453
|
|
$
|
13
|
|
$
|
(10
|
)
|
$
|
10,456
|
|
State and municipal
|
|
79,164
|
|
607
|
|
(2,895
|
)
|
76,876
|
|
Mortgage-backed
|
|
30,132
|
|
108
|
|
(202
|
)
|
30,038
|
|
Marketable equity
|
|
1,047
|
|
|
|
|
|
1,047
|
|
Other securities
|
|
547
|
|
|
|
|
|
547
|
|
Securities available-for-sale
|
|
$
|
121,343
|
|
$
|
728
|
|
$
|
(3,107
|
)
|
$
|
118,964
|
|
|
|
|
|
|
|
|
|
|
|
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
|
|
$
|
14,889
|
|
$
|
93
|
|
$
|
(66
|
)
|
$
|
14,916
|
|
All individual securities that have been in a
continuous unrealized loss position for 12 months or longer at March 31,
2008, have fluctuated in value since their purchase dates as a result of
changes in market interest rates. These
securities include securities issued by U.S. government agencies and
government-sponsored entities that have an AAA credit rating as determined by
various rating agencies or state and municipal bonds that have either been
rated as investment grade or higher by various rating agencies or have been
subject to an annual internal review process by management. This annual review process was updated in the
first quarter 2008 for the largest non-rated municipal security in our
portfolio. This particular bond had an
increase in the unrealized loss at March 31, 2008, as the rates on
unsecured non-bank qualified securities increased during the period. The unrealized loss on this security
comprises nearly 100% of the overall unrealized loss on state and municipal
bonds. We updated our annual credit
analysis of this particular bond in the first quarter 2008 and concluded that
the continuous unrealized loss position on this security was a result of the
level of market interest rates and not a result of the underlying issuers
ability to repay. Similarly, management
concluded that the continuous unrealized loss position on all other securities
was also a result of the level of market interest rates and not a result of the
underlying issuers ability to repay. In
addition, we have the ability and intent to hold these securities until their
fair value recovers to their cost, which may be maturity. Accordingly, we have not recognized any
other-than-temporary impairment in our consolidated statements of income.
12
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated
Financial Statements (Continued)
(3)
Loans
A summary of net loans held for investment by loan type at the dates
indicated is as follows:
|
|
March 31,
2008
|
|
December 31,
2007
|
|
|
|
(In thousands)
|
|
Loans on real estate:
|
|
|
|
|
|
Residential and commercial mortgage
|
|
$
|
723,246
|
|
$
|
713,478
|
|
Construction
|
|
238,926
|
|
235,236
|
|
Equity lines of credit
|
|
47,659
|
|
48,624
|
|
Commercial loans
|
|
657,423
|
|
679,717
|
|
Agricultural loans
|
|
35,003
|
|
39,506
|
|
Lease financing
|
|
472
|
|
4,732
|
|
Installment loans to individuals
|
|
38,151
|
|
40,835
|
|
Overdrafts
|
|
2,520
|
|
1,329
|
|
SBA and other
|
|
19,213
|
|
21,592
|
|
|
|
1,762,613
|
|
1,785,049
|
|
Less:
|
|
|
|
|
|
Allowance for loan losses
|
|
(26,048
|
)
|
(25,711
|
)
|
Unearned discount
|
|
(3,316
|
)
|
(3,402
|
)
|
Net Loans
|
|
$
|
1,733,249
|
|
$
|
1,755,936
|
|
A summary of transactions in the allowance for loan losses for the
period indicated is as follows:
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Balance, beginning of period
|
|
$
|
25,711
|
|
$
|
27,899
|
|
Provision for loan losses
|
|
875
|
|
849
|
|
Loans charged off
|
|
(743
|
)
|
(1,692
|
)
|
Recoveries on loans previously charged-off
|
|
205
|
|
436
|
|
Balance, end of period
|
|
$
|
26,048
|
|
$
|
27,492
|
|
A summary of transactions in the reserve for unfunded commitments for
the periods indicated is as follows:
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Balance, beginning of period
|
|
$
|
522
|
|
$
|
411
|
|
Provision (credit) for losses on unfunded commitments
|
|
(122
|
)
|
161
|
|
Balance, end of period
|
|
$
|
400
|
|
$
|
572
|
|
13
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
The following table details key information regarding the Companys impaired
loans at the dates indicated:
|
|
March 31,
2008
|
|
December 31,
2007
|
|
|
|
(In thousands)
|
|
Impaired loans with a valuation allowance
|
|
$
|
14,757
|
|
$
|
16,663
|
|
Impaired loans without a valuation allowance
|
|
6,042
|
|
6,665
|
|
Total impaired loans
|
|
$
|
20,799
|
|
$
|
23,328
|
|
Valuation allowance related to impaired loans
|
|
$
|
5,368
|
|
$
|
4,283
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
2008
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Average of individually impaired loans during quarter
|
|
$
|
22,114
|
|
$
|
39,588
|
|
Interest income recognized during impairment
|
|
$
|
17
|
|
$
|
366
|
|
Cash-basis interest income recognized
|
|
$
|
17
|
|
$
|
297
|
|
The gross interest income that would have been
recorded in the year-to-date period ended March 31, 2008 and March 31,
2007, if the loans had been current in accordance with their original terms and
had been outstanding throughout the period or since origination, if held for
part of the period, was $633,000 and $870,000, respectively. At March 31, 2008 and December 31,
2007, nonaccrual loans were $20,798,000 and $19,309,000, respectively.
(4)
Goodwill and Other
Intangible Assets
Goodwill and other intangible assets arise from
business combinations. Goodwill and
other intangible assets deemed to have indefinite lives generated from purchase
combinations are tested for impairment no less than annually.
Other intangible assets with definite lives are
amortized over their respective estimated useful lives to their estimated
residual values. The amortization
expense represents the estimated decline in the value of the underlying
deposits or loan customers acquired.
The carrying amount of goodwill was $250,748,000 for
the periods ended March 31, 2008 and December 31, 2007.
The following table presents the gross amounts of core deposit and
customer relationship intangibles and the related accumulated amortization at
the dates indicated:
|
|
|
|
March 31,
|
|
December 31,
|
|
|
|
Useful life
|
|
2008
|
|
2007
|
|
|
|
|
|
(In thousands)
|
|
Core deposit intangible assets
|
|
7
- 15 years
|
|
$
|
62,975
|
|
$
|
62,975
|
|
Accumulated amortization
|
|
|
|
(31,919
|
)
|
(30,042
|
)
|
Net other intangible assets
|
|
|
|
$
|
31,056
|
|
$
|
32,933
|
|
Following is the aggregate amortization expense recognized in each
period:
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(In thousands)
|
|
Amortization expense
|
|
$
|
1,877
|
|
$
|
2,195
|
|
|
|
|
|
|
|
|
|
(5)
Borrowings
At March 31,
2008, our outstanding borrowings were $117,227,000 as compared to $63,715,000
at December 31, 2007. These borrowings at March 31, 2008, consisted
of term notes at the Federal Home Loan Bank (FHLB). There was also a line of credit at the FHLB
at March 31, 2008, but there was no balance outstanding on this line of
14
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
credit on such date. At December 31,
2007, borrowings consisted of a line of credit and term notes at the Federal
Home Loan Bank of $15,160,000 and
$47,356,000 respectively,
and a $1,199,00 Treasury Tax and Loan note balance.
The total commitment,
including balances outstanding, for borrowings at the Federal Home Loan Bank
for the term notes and line of credit at March 31, 2008 and December 31,
2007 was $398.9 and $316.2 million, respectively. The interest rate on the line
of credit varies with the federal funds rate, and was 3.17% and 5.51% at March 31,
2008 and December 31, 2007, respectively.
The term notes have fixed interest rates that range from 2.52%
to 6.22%. A blanket pledge and security agreement with
the Federal Home Loan Bank, which encompasses certain loans and securities,
serves as collateral for these borrowings.
We have a
$70 million revolving credit agreement with U.S. Bank National Association
which contains financial covenants, including maintaining a minimum return on average
assets, a maximum nonperforming assets to total loans ratio and regulatory
capital ratios that qualify the Company as well-capitalized. As of March 31, 2008, the Company did
not have any amount drawn on this line.
The Company is in compliance with all outstanding debt covenants, as
amended. The interest rate varies based on a spread over the federal funds
rate, with a rate of 3.59%
at March 31, 2008.
The credit agreement is secured by Guaranty Bank stock.
(6)
Subordinated Debentures and Trust Preferred Securities
The Company had $41,239,000 in aggregate principal
balances of subordinated debentures outstanding with a weighted average cost of
8.35% and 8.97% at
March 31,
2008
and December 31,
2007, respectively. The subordinated debentures were issued in four separate
series. Each issuance has a maturity of thirty years from its date of issue.
The subordinated debentures were issued to trusts established by the Company,
which in turn issued $40 million of trust preferred securities. Generally and with
certain limitations, the Company is permitted to call the debentures subsequent
to the first five or ten years, as applicable, after issue if certain
conditions are met, or at any time upon the occurrence and continuation of
certain changes in either the tax treatment or the capital treatment of the
trusts, the debentures or the preferred securities. As of March 31, 2008, the
Company was in compliance with all covenants of these subordinated debentures.
These securities are currently included in Tier I
capital for purposes of determining the Companys Tier I and total risk-based
capital ratios. The Board of Governors of the Federal Reserve System, which is
the holding companys banking regulator, has promulgated a modification of the
capital regulations affecting trust preferred securities. Under this
modification, beginning March 31, 2009, the Company will be required to
use a more restrictive formula to determine the amount of trust preferred
securities that can be included in regulatory Tier I capital. At that time, the
Company will be allowed to include in Tier I capital an amount of trust
preferred securities equal to no more than 25% of the sum of all core capital
elements, which is generally defined as stockholders equity less certain
intangibles, including goodwill, core deposit intangibles and customer
relationship intangibles, net of any related deferred income tax liability. The
regulations currently in effect limit the amount of trust preferred securities
that can be included in Tier I capital to 25% of the sum of core capital
elements without a deduction for permitted intangibles.
The following table summarizes
the terms of each subordinated debenture issuance at
March 31, 2008
(dollars in thousands):
|
|
Date
Issued
|
|
Amount
|
|
Maturity
Date
|
|
Call
Date*
|
|
Fixed or
Variable
|
|
Rate Adjuster
|
|
Current
Rate
|
|
Next Rate
Reset Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CenBank Trust I
|
|
9/7/2000
|
|
$
|
10,310
|
|
9/7/2030
|
|
9/7/2010
|
|
Fixed
|
|
N/A
|
|
10.60
|
%
|
N/A
|
|
CenBank Trust II
|
|
2/22/2001
|
|
5,155
|
|
2/22/2031
|
|
2/22/2011
|
|
Fixed
|
|
N/A
|
|
10.20
|
%
|
N/A
|
|
CenBank Trust III
|
|
4/8/2004
|
|
15,464
|
|
4/15/2034
|
|
4/15/2009
|
|
Variable
|
|
LIBOR + 2.65%
|
|
6.91
|
%
|
4/15/2008
|
|
Guaranty Capital Trust III
|
|
6/30/2003
|
|
10,310
|
|
7/7/2033
|
|
7/7/2008
|
|
Variable
|
|
LIBOR + 3.10%
|
|
7.36
|
%
|
4/07/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Call date
represents the earliest date the Company can call the debentures.
(7)
Commitments
The Company is a party to credit-related financial
instruments with off-balance sheet risk in the normal course of business to
meet the financing needs of its customers. These financial instruments include
commitments to extend credit, stand-by letters of credit and commercial letters
of credit. Such commitments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the consolidated
balance sheets.
15
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
The Companys exposure to credit loss is represented
by the contractual amount of these commitments. The Company follows the same credit
policies in making commitments as it does for on-balance sheet instruments.
At the dates indicated, the following commitments were outstanding:
|
|
March 31,
2008
|
|
December 31,
2007
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
Commitments to extend credit
|
|
$
|
597,765
|
|
$
|
582,988
|
|
Standby letters of credit
|
|
28,917
|
|
33,573
|
|
|
|
|
|
|
|
Totals
|
|
$
|
626,682
|
|
$
|
616,561
|
|
Commitments to extend credit are agreements to lend
to a customer as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Several of the
commitments may expire without being drawn upon. Therefore, the total
commitment amounts do not necessarily represent future cash requirements. The
amount of collateral obtained, if it is deemed necessary by the Company, is
based on managements credit evaluation of the customer.
Commitments to extend credit under overdraft
protection agreements are commitments for possible future extensions of credit
to existing deposit customers. These lines of credit are uncollateralized and
usually do not contain a specified maturity date and might not be drawn upon to
the total extent to which the Company is committed.
Stand-by letters of credit are conditional
commitments issued by the Company to guarantee the performance of a customer to
a third party. Those letters of credit are primarily issued to support public
and private borrowing arrangements. Substantially all letters of credit issued
have expiration dates within one year. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending loan
facilities to customers. The Company generally holds collateral supporting
those commitments if deemed necessary.
The Company enters into commercial letters of credit
on behalf of its customers, which authorize a third party to draw drafts on the
Company up to a stipulated amount and with specific terms and conditions. A
commercial letter of credit is a conditional commitment on the part of the
Company to provide payment on drafts drawn in accordance with the terms of the
commercial letter of credit.
(8)
Fair Value Measurements and Fair Value of Financial Instruments
Effective January 1, 2008, the Company
adopted FASB Statement No. 157,
Fair Value Measurements
(SFAS No. 157). SFAS No. 157 clarifies that fair value
is an exit price, representing the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants. Under SFAS No. 157, fair value measurements are not adjusted
for transaction costs. SFAS No. 157 establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (level 1measurements) and the
lowest priority to unobservable inputs (level 3 measurements). The three levels
of the fair value hierarchy under SFAS No. 157 are described below:
Basis of Fair Value Measurement:
Level 1 -
Unadjusted quoted prices in active markets that are accessible at the
measurement date for identical, unrestricted assets.
Level 2
- Significant other observable inputs other than Level 1 prices such
as quoted prices in markets that are not active, quoted prices for similar
assets, or other inputs that are observable, either directly or indirectly, for
substantially the full term of the asset.
Level 3 -
Prices or valuation techniques that require inputs that are both significant to
the fair value measurement and are unobservable (i.e., supported by little or
no market activity).
16
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
A financial instruments level within the
fair value hierarchy is based on the lowest level of input that is significant
to the fair value measurement.
The fair values of securities available for
sale are generally determined by matrix pricing, which is a mathematical
technique widely used in the industry to value debt securities without relying
exclusively on quoted prices for the specific securities but rather by relying
on the securities relationship to other benchmark quoted securities (Level 2
inputs).
Level 3 is for positions that are not traded
in active markets or are subject to transfer restrictions, and/or where
valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on
available market evidence. In the absence of such evidence, managements best
estimate is used. Managements best estimate consists of both internal and
external support on certain Level 3 investments. Internal cash flow models
using a present value formula along with indicative exit pricing obtained from
broker/dealers were used to fair value support certain Level 3
investments. Subsequent to inception, management only changes level
3 inputs and assumptions when corroborated by evidence such as transactions in
similar instruments, completed or pending third-party transactions in the
underlying investment or comparable entities, subsequent rounds of financing,
recapitalizations and other transactions across the capital structure,
offerings in the equity or debt markets, and changes in financial ratios or
cash flows.
Impaired loans are evaluated and valued at
the time the loan is identified as impaired, at the lower of cost or fair
value. Fair value is measured based on the value of the collateral
securing these loans and is classified at a level 3 in the fair value
hierarchy. Collateral may be real estate and/or business assets
including equipment, inventory and/or accounts receivable and is determined based
on appraisals by qualified licensed appraisers hired by the
Company. Appraised and reported values may be discounted based
on managements historical knowledge, changes in market conditions from the
time of valuation, and/or managements expertise and knowledge of the client
and clients business. Impaired loans are reviewed and evaluated on
at least a quarterly basis for additional impairment and adjusted accordingly,
based on the same factors identified above.
The following table sets forth the Companys
financial assets that were accounted for at fair value and are classified in
their entirety based on the lowest level of input that is significant to the
fair value measurement.
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of
March 31, 2008
|
|
|
|
(In thousands)
|
|
Assets at March 31, 2008 Investment
securities,available for sale
|
|
$
|
|
|
$
|
116,742
|
|
$
|
|
|
$
|
116,742
|
|
|
The
following represent assets and liabilities were measured at fair value on a
non-recurring basis:
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
|
(In
thousands)
|
|
Assets at March 31, 2008 Impaired loans
|
|
$
|
14,757
|
|
|
|
|
|
|
Impaired loans with a valuation allowance based upon
fair value of the underlying collateral had a carrying amount of $14,757,000 at
March 31, 2008 as compared to $16,663,000 at December 31, 2007. The
valuation allowance on impaired loans was $5,368,000 at March 31, 2008 as
compared to $4,283,000 at December 31, 2007. During the three-month period
ended March 31, 2008, an additional provision for loan losses of
approximately $1.1 million was made for impaired loans.
17
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
(9) Stock-Based
Compensation
Under the Companys Amended and Restated 2005 Stock
Incentive Plan (the Incentive Plan), the Company may grant stock-based
compensation awards to nonemployee directors, key employees, consultants and
prospective employees under the terms described in the Incentive Plan. The
allowable stock-based compensation awards include the grant of Options,
Restricted Stock Awards, Restricted Stock Unit Awards, Performance Stock
Awards, Stock Appreciation Rights and other Equity-Based Awards. The Incentive
Plan provides that eligible participants may be granted shares of Company
common stock that are subject to forfeiture until the grantee vests in the
stock award based on the established conditions, which include service
conditions and established performance measures.
Prior to vesting of the stock awards with a service
vesting condition, each grantee shall have the rights of a stockholder with
respect to voting of the granted stock. The recipient is not entitled to
dividend rights with respect to the shares of granted stock until vesting
occurs. Prior to vesting of the stock awards with performance vesting
conditions, each grantee shall have the rights of a stockholder with respect to
voting of the granted stock. The recipient is not entitled to dividend rights
with respect to the shares of granted stock until initial vesting occurs, at
which time the dividend rights will exist on vested and unvested shares of
granted stock, subject to termination of such rights under the terms of the
Incentive Plan.
Other than the stock awards with service and
performance-based vesting conditions, no grants have been made under the
Incentive Plan. The Incentive Plan authorizes grants of stock-based
compensation awards of up to 2,500,000 shares of Company common stock, subject
to adjustments provided by the Incentive Plan. As of
March 31, 2008
and December 31, 2007, there were
1,732,011 and 1,651,345 shares of unvested stock granted (net of forfeitures
and vestings), with 639,044 and 754,644 shares available for grant under the
Incentive Plan, respectively.
A summary of the status of our outstanding stock awards and the change
during the period is presented in the table below:
|
|
Shares
|
|
Weighted
Average Fair
Value on
Award Date
|
|
Outstanding
at December 31, 2007
|
|
1,651,345
|
|
$
|
10.21
|
|
Awarded
|
|
136,000
|
|
6.19
|
|
Forfeited
|
|
(20,400
|
)
|
9.67
|
|
Vested
|
|
(34,934
|
)
|
12.01
|
|
Outstanding
at March 31, 2008
|
|
1,732,011
|
|
$
|
9.86
|
|
The Company recognized $772,000 and $867,000 in
stock-based compensation expense for services rendered for the three months
ended March 31, 2008 and 2007, respectively. The total income tax benefit
recognized in the consolidated income statement for share-based compensation
arrangements was $208,000 and $329,000 for the three months ended March 31,
2008 and 2007, respectively. At March 31, 2008, compensation cost of
$6,799,000 related to nonvested awards not yet recognized is expected to be
recognized over a weighted-average period of 2.0 years. During the first three months of 2008, the
value of the vested awards was approximately $197,000. Of the 1,732,011 shares outstanding at March 31,
2008, approximately 1,267,000 shares are expected to vest.
(10)
Capital Ratios
At March 31, 2008 and December 31, 2007,
the Company had leverage ratios of 9.21% and 8.55%, Tier 1 risk-weighted
capital ratios of 9.93% and 9.62%, and total risk-weighted capital ratios of
11.18% and 10.87%, respectively. The Company actively monitors its regulatory
capital ratios to ensure that the Company and its bank subsidiaries are well
capitalized under the applicable regulatory framework.
18
CENTENNIAL
BANK HOLDINGS, INC. AND SUBSIDIARIES
Notes to
Unaudited Condensed Consolidated Financial Statements (Continued)
(11)
Total Comprehensive Income
The following
table presents the components of other comprehensive loss and total
comprehensive income (loss) for the periods presented:
|
|
Three Months Ended
March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(In thousands)
|
|
Net
income
|
|
$
|
3,245
|
|
$
|
5,409
|
|
Other
comprehensive loss:
|
|
|
|
|
|
Change in net unrealized gains (losses), net
|
|
(1,912
|
)
|
(207
|
)
|
Less: Reclassification adjustments for gains
included in income
|
|
(138
|
)
|
|
|
Net unrealized holding losses
|
|
(1,774
|
)
|
(207
|
)
|
Income tax benefit
|
|
(674
|
)
|
(78
|
)
|
Other comprehensive loss
|
|
(1,100
|
)
|
(129
|
)
|
Total
comprehensive income
|
|
$
|
2,145
|
|
$
|
5,280
|
|
(12)
Contingencies
In the ordinary course of
our business, we are party to various legal actions, which we believe are
incidental to the operation of our business. Although the ultimate outcome and
amount of liability, if any, with respect to these other legal actions to which
we are currently a party, cannot presently be ascertained with certainty, in
the opinion of management, based upon information currently available to us,
any resulting liability is not likely to have a material adverse effect on the
Companys consolidated financial position, results of operations or cash flows.
19
ITEM 2.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
This
MD&A should be read together with our unaudited Condensed Consolidated
Financial Statements and unaudited Statistical Information included elsewhere
in this Report and Items 1, 1A, 6, 7, 7A and 8 of our 2007 Annual Report on Form 10-K. Also, please see the disclosure in the Forward-Looking
Statements and Factors that Could Affect Future Results section in this report
for certain other factors that could cause actual results or future events to
differ materially from those anticipated in the forward-looking statements
included in this report or from historical performance.
Overview
Centennial Bank Holdings, Inc. is a financial
holding company and a bank holding company with the principal business to serve
as a holding company to its subsidiaries.
Unless the context requires otherwise, the terms Company, us, we,
and our refers to Centennial Bank Holdings, Inc. on a consolidated
basis.
Through our banking subsidiary, we provide banking
and other financial services throughout our targeted Colorado markets to
consumers and to small and medium-sized businesses, including the owners and
employees of those businesses. These
banking products and services include accepting time and demand deposits,
originating commercial loans including energy loans, real estate loans,
including construction and mortgage loans, Small Business Administration
guaranteed loans and consumer loans. We derive our income primarily from
interest received on real estate-related loans, commercial loans and leases and
consumer loans and, to a lesser extent, from fees on the referral of loans,
interest on investment securities and fees received in connection with
servicing loan and deposit accounts. Our major operating expenses are the
interest we pay on deposits and borrowings and general operating expenses. We
rely primarily on locally generated deposits to provide us with funds for
making loans.
We are subject to competition from other financial
institutions and our operating results, like those of other financial
institutions operating exclusively or primarily in Colorado, are significantly
influenced by economic conditions in Colorado, including the strength of the
real estate market. In addition, both the fiscal and regulatory policies of the
federal government and regulatory authorities that govern financial
institutions and market interest rates also impact our financial condition,
results of operations and cash flows.
As of December 31, 2007, we had two banking
subsidiaries. Those subsidiaries were
Guaranty Bank and Trust Company and Centennial Bank of the West, which we
sometimes refer to as Guaranty Bank and CBW, respectively. On January 1, 2008, CBW was merged into
Guaranty Bank.
On May 6, 2008, the stockholders of Centennial Bank
Holdings, Inc. approved the proxy proposal to change the name of the
holding company to Guaranty Bancorp.
This name change will be effective on May 12, 2008.
20
Earnings Summary
Table 1 summarizes certain key financial results for the periods
indicated:
Table 1
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
Change -
|
|
|
|
|
|
|
|
Favorable
|
|
|
|
2008
|
|
2007
|
|
(Unfavorable)
|
|
|
|
(In thousands, except share data and ratios)
|
|
Results
of Operations:
|
|
|
|
|
|
|
|
Interest
income
|
|
$
|
33,403
|
|
$
|
42,360
|
|
$
|
(8,957
|
)
|
Interest
expense
|
|
11,753
|
|
15,517
|
|
3,764
|
|
Net interest income
|
|
21,650
|
|
26,843
|
|
(5,193
|
)
|
Provision
for loan losses
|
|
875
|
|
849
|
|
(26
|
)
|
Net
interest income after provision for loan losses
|
|
20,775
|
|
25,994
|
|
(5,219
|
)
|
Noninterest
income
|
|
2,515
|
|
2,567
|
|
(52
|
)
|
Noninterest
expense
|
|
18,710
|
|
20,682
|
|
1,972
|
|
Income
before income taxes
|
|
4,580
|
|
7,879
|
|
(3,299
|
)
|
Income
tax expense
|
|
1,335
|
|
2,470
|
|
1,135
|
|
Net
income
|
|
$
|
3,245
|
|
$
|
5,409
|
|
$
|
(2,164
|
)
|
|
|
|
|
|
|
|
|
Share
Data:
|
|
|
|
|
|
|
|
Basic
earnings per share
|
|
$
|
0.06
|
|
$
|
0.10
|
|
$
|
(0.04
|
)
|
Diluted
earnings per share
|
|
$
|
0.06
|
|
$
|
0.10
|
|
$
|
(0.04
|
)
|
Average
shares outstanding
|
|
50,988,229
|
|
54,792,527
|
|
3,804,298
|
|
Diluted
average shares outstanding
|
|
51,049,525
|
|
54,902,229
|
|
3,852,704
|
|
|
|
|
|
|
|
|
|
Selected
Ratios:
|
|
|
|
|
|
|
|
Total
risk based capital
|
|
11.2
|
%
|
10.9
|
%
|
0.30
|
%
|
Nonperforming
assets to total assets
|
|
0.96
|
%
|
1.23
|
%
|
0.27
|
%
|
Allowance
for loan losses to nonperforming loans
|
|
125.24
|
%
|
85.21
|
%
|
40.03
|
%
|
Allowance
for loan losses to loans, net of unearned discount
|
|
1.48
|
%
|
1.46
|
%
|
0.02
|
%
|
The $3.2 million first quarter 2008 net
income is $2.2 million lower than first quarter 2007 due mostly to a $5.2
million decrease in net interest income, primarily the result of lower interest
rates. This decrease in net interest
income was partially offset by lower noninterest expense and tax expense.
The decrease in noninterest expense is mostly
due to lower salaries and employee benefit expenses primarily attributable to a
9.9% reduction in full-time equivalent employees in the first quarter 2008 as
compared to the first quarter 2007.
Total full-time equivalent employees decreased by 51 to 465 at March 31,
2008 as compared to 516 at March 31, 2007.
The above table reflects the improvement in
the ratio of nonperforming loans to total assets, as well as the coverage of
the allowance to nonperforming loans.
These improvements are mostly due to the modification of the Companys
credit management philosophy in the second quarter 2007, which included an
adoption of an accelerated disposition strategy regarding problem credits. Consequently, in October 2007,
approximately $48 million of certain nonperforming and classified assets were
sold.
Net Interest Income and Net
Interest Margin
Net interest income, which is our primary source of
income, represents the difference between interest earned on assets and
interest paid on liabilities. The
interest rate spread is the difference between the yield on our
interest-bearing assets and liabilities.
Net interest margin is net interest income expressed as a percentage of
average interest-earning assets.
21
The following table summarizes the Companys net interest income and
related spread and margin for the current quarter and prior four quarters:
Table 2
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
$
|
21,650
|
|
$
|
24,184
|
|
$
|
25,236
|
|
$
|
25,987
|
|
$
|
26,843
|
|
Interest
rate spread
|
|
3.58
|
%
|
3.77
|
%
|
3.84
|
%
|
3.98
|
%
|
4.16
|
%
|
Net
interest margin
|
|
4.42
|
%
|
4.75
|
%
|
4.82
|
%
|
5.00
|
%
|
5.16
|
%
|
Net
interest margin, fully tax equivalent
|
|
4.53
|
%
|
4.88
|
%
|
4.97
|
%
|
5.15
|
%
|
5.32
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
quarter 2008 net interest income of $21.7 million declined by $5.2 million from
the first quarter 2007. This decrease is
a result of a $3.9 million unfavorable rate variance and a $1.3 million
unfavorable volume variance (see Table 4).
The
unfavorable rate variance from the prior year first quarter is attributable to
lower yields on loans and a higher cost of funds, causing an overall decline in
net interest margin of 74 basis points to 4.42% at March 31, 2008 as
compared to March 31, 2007. During
that same period, the Federal Open Markets Committee (FOMC) of the Federal
Reserve Board decreased the target federal funds rate six times by a total of
300 basis points. Similarly, the prime
rate decreased by 300 basis points during this same period. Approximately 69% of the Companys
outstanding loan balances are variable rate loans and are tied to indices such
as prime, LIBOR or federal funds. As a
result of these rate declines, the average yield on loans for the Company
decreased by 138 basis points from 8.44% for the quarter ended March 31,
2007 to 7.06% for the same period in 2008.
Although rates paid on deposits also declined during this same period by
66 basis points, the 138 basis point decline in the yield on loans was more
rapid due to competitive pressures on the deposit side and the fact that
deposits, and particularly time deposits, reprice more slowly than variable
rate loans.
The
unfavorable volume variance is mostly attributable to loans, but is partially
offset by a decrease in time deposits.
The average balance of loans declined from the prior year by $142.1
million. Most of this decline is
attributable to managements decision to reduce the number of construction
loans. The construction loan balance
decreased by $114.4 million to $238.9 million from March 31, 2007 to March 31,
2008. Additionally, approximately $48
million of certain nonperforming and classified loans were sold in October 2007. The $102.9 million decline in average time
deposits from the quarter ended March 31, 2007 is mostly due to a
strategic decision to reduce non-core certificates of deposit accounts.
22
The following table presents, for the periods
indicated, average assets, liabilities and stockholders equity, as well as the
net interest income from average interest-earning assets and the resultant
annualized yields expressed in percentages.
Nonaccrual loans are included in the calculation of average loans while
accrued interest thereon is excluded from the computation of yields earned.
Table 3
|
|
Quarter
Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
Average
Balance
|
|
Interest
Income or
Expense
|
|
Average
Yield or
Cost
|
|
Average
Balance
|
|
Interest
Income or
Expense
|
|
Average
Yield or
Cost
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loans, net of unearned fees (1)(2)
|
|
$
|
1,767,583
|
|
$
|
31,040
|
|
7.06
|
%
|
$
|
1,909,713
|
|
$
|
39,738
|
|
8.44
|
%
|
Investment securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
50,810
|
|
615
|
|
4.87
|
%
|
51,173
|
|
621
|
|
4.93
|
%
|
Tax-exempt
|
|
76,501
|
|
893
|
|
4.69
|
%
|
113,152
|
|
1,412
|
|
5.06
|
%
|
Bank Stocks (3)
|
|
32,466
|
|
470
|
|
5.82
|
%
|
31,849
|
|
475
|
|
6.04
|
%
|
Other earning assets
|
|
41,796
|
|
385
|
|
3.71
|
%
|
4,327
|
|
114
|
|
10.65
|
%
|
Total interest-earning assets
|
|
1,969,155
|
|
33,403
|
|
6.82
|
%
|
2,110,214
|
|
42,360
|
|
8.14
|
%
|
Non-earning
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
40,858
|
|
|
|
|
|
56,891
|
|
|
|
|
|
Other assets
|
|
366,526
|
|
|
|
|
|
520,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
2,376,539
|
|
|
|
|
|
$
|
2,687,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand
|
|
$
|
155,900
|
|
$
|
282
|
|
0.73
|
%
|
$
|
160,075
|
|
$
|
250
|
|
0.63
|
%
|
Money Market
|
|
581,538
|
|
3,781
|
|
2.62
|
%
|
631,760
|
|
5,856
|
|
3.76
|
%
|
Savings
|
|
71,178
|
|
114
|
|
0.65
|
%
|
84,575
|
|
164
|
|
0.79
|
%
|
Time certificates of deposit
|
|
468,990
|
|
5,618
|
|
4.82
|
%
|
571,931
|
|
7,076
|
|
5.02
|
%
|
Total interest-bearing deposits
|
|
1,277,606
|
|
9,795
|
|
3.08
|
%
|
1,448,341
|
|
13,346
|
|
3.74
|
%
|
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase agreements
|
|
16,813
|
|
120
|
|
2.87
|
%
|
24,887
|
|
299
|
|
4.87
|
%
|
Federal funds purchased
|
|
2,098
|
|
17
|
|
3.20
|
%
|
154
|
|
2
|
|
5.83
|
%
|
Subordinated debentures
|
|
41,239
|
|
792
|
|
7.72
|
%
|
41,239
|
|
932
|
|
9.17
|
%
|
Borrowings
|
|
120,483
|
|
1,029
|
|
3.43
|
%
|
66,508
|
|
938
|
|
5.72
|
%
|
Total interest-bearing liabilities
|
|
1,458,239
|
|
11,753
|
|
3.24
|
%
|
1,581,129
|
|
15,517
|
|
3.98
|
%
|
Noninterest
bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
472,802
|
|
|
|
|
|
483,293
|
|
|
|
|
|
Other liabilities
|
|
22,958
|
|
|
|
|
|
34,661
|
|
|
|
|
|
Total liabilities
|
|
1,953,999
|
|
|
|
|
|
2,099,083
|
|
|
|
|
|
Stockholders
Equity
|
|
422,540
|
|
|
|
|
|
588,467
|
|
|
|
|
|
Total
liabilities and stockholders equity
|
|
$
|
2,376,539
|
|
|
|
|
|
$
|
2,687,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
|
|
$
|
21,650
|
|
|
|
|
|
$
|
26,843
|
|
|
|
Net
interest margin
|
|
|
|
|
|
4.42
|
%
|
|
|
|
|
5.16
|
%
|
(1) Yields on loans and securities
have not been adjusted to a tax-equivalent basis. Net interest margin on a fully tax-equivalent
basis would have been 4.53% and 5.32% for the three months ended March 31,
2008 and March 31, 2007, respectively.
(2) Net loan fees of $0.7
million and $1.4 million for the three months ended March 31, 2008 and
2007, respectively, are included in the yield computation.
(3) Includes Bankers Bank of
the West stock, Federal Agricultural Mortgage Corporation (Farmer Mac) stock,
Federal Reserve Bank stock and Federal Home Loan Bank stock.
23
The following table presents the dollar amount of
changes in interest income and interest expense for the major categories of our
interest-earning assets and interest-bearing liabilities. Information is
provided for each category of interest-earning assets and interest-bearing
liabilities with respect to (i) changes attributable to changes in volume
(i.e., changes in average balances multiplied by the prior-period average rate)
and (ii) changes attributable to rate (i.e., changes in average rate
multiplied by prior-period average balances). For purposes of this table,
changes attributable to both rate and volume, which cannot be segregated, have
been allocated proportionately to the change due to volume and the change due
to rate.
Table 4
|
|
Three Months Ended March 31, 2008
Compared to Three Months Ended
March 31, 2007
|
|
|
|
Net Change
|
|
Rate
|
|
Volume
|
|
|
|
(In thousands)
|
|
Interest
income:
|
|
|
|
|
|
|
|
Gross Loans, net of unearned fees
|
|
$
|
(8,698
|
)
|
$
|
(5,890
|
)
|
$
|
(2,808
|
)
|
Investment Securities
|
|
|
|
|
|
|
|
Taxable
|
|
(6
|
)
|
(2
|
)
|
(4
|
)
|
Tax-exempt
|
|
(519
|
)
|
(86
|
)
|
(433
|
)
|
Bank Stocks
|
|
(15
|
)
|
(25
|
)
|
10
|
|
Other earning assets
|
|
281
|
|
(22
|
)
|
303
|
|
Total interest income
|
|
(8,957
|
)
|
(6,025
|
)
|
(2,932
|
)
|
|
|
|
|
|
|
|
|
Interest
expense:
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
Interest-bearing demand
|
|
32
|
|
38
|
|
(6
|
)
|
Money market
|
|
(2,075
|
)
|
(1,639
|
)
|
(436
|
)
|
Savings
|
|
(50
|
)
|
(26
|
)
|
(24
|
)
|
Time certificates of deposit
|
|
(1,458
|
)
|
(219
|
)
|
(1,239
|
)
|
Repurchase agreements
|
|
(179
|
)
|
(99
|
)
|
(80
|
)
|
Federal funds purchased
|
|
15
|
|
(1
|
)
|
16
|
|
Subordinated debentures
|
|
(140
|
)
|
(140
|
)
|
0
|
|
Borrowings
|
|
91
|
|
(86
|
)
|
177
|
|
Total interest expense
|
|
(3,764
|
)
|
(2,172
|
)
|
(1,592
|
)
|
|
|
|
|
|
|
|
|
Net
interest income
|
|
$
|
(5,193
|
)
|
$
|
(3,853
|
)
|
$
|
(1,340
|
)
|
24
Provision for Loan Losses
The provision for loan losses in each year
represents a charge against earnings. The provision is the amount required to
maintain the allowance for loan losses at a level that, in our judgment, is
adequate to absorb probable incurred loan losses in the loan portfolio. The
provision for loan losses is based on our reserve methodology and reflects our
judgments about the adequacy of the allowance for loan losses. In determining the amount of the provision,
we consider certain quantitative and qualitative factors including our
historical loan loss experience, the volume and type of lending we conduct, the
results of our credit review process, the amounts and severity of classified,
criticized and nonperforming assets, regulatory policies, general economic
conditions, underlying collateral values and other factors regarding
collectibility and impairment. The
amount of expected loss on our loan portfolio is influenced by the collateral
value associated with our loans. Loans with greater collateral value lessen our
exposure to loan loss provision.
In the first quarter 2008, the Company recorded a
provision for loan loss of $0.9 million, which is relatively flat as compared
to the same quarter in 2007. For further
discussion of the methodology and factors
impacting managements estimate of the allowance for loan losses, see Balance
Sheet Analysis Allowance for Loan Losses below.
For
a discussion of impaired loans and associated collateral values, see Balance
Sheet AnalysisNonperforming Assets below.
Noninterest Income
The following table presents the major categories of noninterest income
for the current quarter and prior four quarters:
Table 5
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Noninterest
income:
|
|
|
|
|
|
|
|
|
|
|
|
Customer service and other fees
|
|
$
|
2,276
|
|
$
|
2,267
|
|
$
|
2,390
|
|
$
|
2,409
|
|
$
|
2,443
|
|
Gain on sale of securities
|
|
138
|
|
|
|
|
|
|
|
|
|
Other
|
|
101
|
|
665
|
|
230
|
|
168
|
|
124
|
|
Total noninterest income
|
|
$
|
2,515
|
|
$
|
2,932
|
|
$
|
2,620
|
|
$
|
2,577
|
|
$
|
2,567
|
|
Noninterest
income in the first quarter 2008 decreased by $0.1 million from the first
quarter 2007 and by $0.4 million from the fourth quarter 2007. During the first quarter 2008, a $0.1
million gain on sale of securities was realized as management sold
approximately $15 million of available-for-sale securities and purchased
approximately $15 million of new available-for-sale securities in order to
improve the overall yield on securities.
The decrease in other noninterest income from the fourth quarter 2007 is
mostly due to a recovery recorded in the fourth quarter 2007 associated with a
miscellaneous item from 2003.
25
Noninterest Expense
The following table presents, for the quarters indicated, the major
categories of noninterest expense:
Table 6
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Noninterest
expense:
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
$
|
9,720
|
|
$
|
8,442
|
|
$
|
9,039
|
|
$
|
10,724
|
|
$
|
10,974
|
|
Occupancy expense
|
|
2,001
|
|
1,781
|
|
1,855
|
|
2,056
|
|
2,121
|
|
Furniture and equipment
|
|
1,314
|
|
1,205
|
|
1,188
|
|
1,231
|
|
1,240
|
|
Impairment of goodwill
|
|
|
|
142,210
|
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
1,877
|
|
2,132
|
|
2,143
|
|
2,195
|
|
2,195
|
|
Other general and administrative
|
|
3,798
|
|
4,278
|
|
3,980
|
|
11,416
|
|
4,152
|
|
Total noninterest expense
|
|
$
|
18,710
|
|
$
|
160,048
|
|
$
|
18,205
|
|
$
|
27,622
|
|
$
|
20,682
|
|
The $2.0 million decrease in noninterest expense for
the
first quarter 2008 as
compared to the same period in 2007 is due to a decline in salary and employee
benefit expense, amortization of intangible assets and other general and
administrative expense. These categories
decreased for the reasons discussed below.
Salary and
employee benefits expense decreased by $1.3 million, or 11.4%, in the first
quarter 2008 as compared to the same period in 2007. This decrease is primarily attributable to a
9.9% reduction in full-time equivalent employees at March 31, 2008, as
compared to March 31, 2007.
Salaries and employee benefits expense increased by $1.3 million in the
first quarter 2008 as compared to the fourth quarter 2007 mostly due to a lower
accrual rate for bonuses and incentives in the fourth quarter 2007, as well as
a $0.5 million reversal of executive bonus expense in the fourth quarter 2007
and a $0.3 million increase in payroll taxes in the first quarter 2008.
Occupancy
expense for the first quarter 2008 is approximately $0.1 million lower than the
first quarter 2007, but is $0.2 million more than the fourth quarter 2007. The increase in occupancy expense from the
fourth quarter 2007 is mostly due to seasonal increases in utilities and
maintenance, as well as small increases in property tax accruals and parking
expenses.
Amortization
of intangible assets expense is $1.9 million in the first quarter 2008, as
compared to $2.2 million in the first quarter 2007, a decrease of $0.3 million,
or 14%. This decrease is mostly
attributable to the use of accelerated methods to amortize the core deposit
intangible asset.
Other
general and administrative expense decreased by $0.4 million, or 8.5%, in the
first quarter 2008 as compared to the same period in 2007. Overall professional fees decreased by $0.5
million and provision for unfunded commitments declined by $0.3 million in the
first quarter 2008 as compared to the same period in 2007. These expense decreases were partially offset
by a $0.5 million increase in expenses associated with other real estate,
primarily attributable to a write-down of a single property. Similarly, other general and administrative
expenses decreased by $0.5 million in the first quarter 2008, as compared to
the fourth quarter 2007 due mostly to a continued focus on expense management
with decreases in most miscellaneous expense categories, including professional
fees, office and supplies, advertising and data processing.
Income Tax Expense (Benefit)
The effective tax rate on
income from continuing operations was 29.1% and 31.4% for the three-month
periods ending
March 31,
2008
and 2007, respectively. The
primary difference between the expected tax rate and the effective tax rates
was tax-exempt income. The effective tax
rate is lower in 2008 as compared to 2007 primarily due to an increase in the
ratio of tax-exempt income to net income before tax.
26
BALANCE SHEET ANALYSIS
The following sets forth certain key consolidated balance sheet data:
Table 7
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Total
assets
|
|
2,345,079
|
|
2,371,664
|
|
2,617,153
|
|
2,640,732
|
|
2,693,384
|
|
Earning
assets
|
|
1,932,526
|
|
1,949,211
|
|
2,077,791
|
|
2,084,941
|
|
2,110,214
|
|
Deposits
|
|
1,710,082
|
|
1,799,507
|
|
1,915,932
|
|
1,938,412
|
|
1,971,869
|
|
At March 31, 2008, the Company had total assets
of $2.3 billion, or $26.6 million less than total assets at December 31,
2007, and $348.3 million less than total assets at March 31, 2007. The $26.6 million decline in assets from December 31,
2007 is mostly due to a $22.4 million decrease in loans, net of unearned
discount. The $348.3 million decrease in
assets from March 31, 2007, is partly due to a $150.6 million decrease in
intangible assets due to a goodwill impairment recorded in the fourth quarter
2007 and the amortization of core deposit intangible assets. The remainder of the decrease in assets from March 31,
2007, is primarily due to a $127.3 million decline in loans, net of unearned
discount.
Approximately $48 million of this $127.3 million
decline in loans from March 31, 2007 to March 31, 2008 is
attributable to the sale of certain impaired and classified loans in October 2007. A significant portion of the remaining
decrease in loans is due to the Companys strategy of reducing its
concentration of construction loans. Construction loans declined by $114.4 million
from March 31, 2007 to March 31, 2008.
The following table sets forth the amount of our loans outstanding at
the dates indicated:
Table 8
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
Real
estate - Mortgage
|
|
$
|
723,246
|
|
$
|
713,478
|
|
$
|
724,528
|
|
$
|
742,802
|
|
$
|
708,416
|
|
Real
estate - Construction
|
|
238,926
|
|
235,236
|
|
290,591
|
|
321,982
|
|
353,323
|
|
Equity
lines of credit
|
|
47,659
|
|
48,624
|
|
49,747
|
|
53,676
|
|
54,904
|
|
Commercial
|
|
657,423
|
|
679,717
|
|
643,702
|
|
652,911
|
|
651,796
|
|
Agricultural
|
|
35,003
|
|
39,506
|
|
43,142
|
|
47,891
|
|
46,958
|
|
Consumer
|
|
38,151
|
|
40,835
|
|
40,868
|
|
45,214
|
|
43,891
|
|
Leases
receivable and other
|
|
22,205
|
|
27,653
|
|
30,340
|
|
32,829
|
|
31,213
|
|
Total
gross loans
|
|
1,762,613
|
|
1,785,049
|
|
1,822,918
|
|
1,897,305
|
|
1,890,501
|
|
Less:
allowance for loan losses
|
|
(26,048
|
)
|
(25,711
|
)
|
(23,979
|
)
|
(35,594
|
)
|
(27,492
|
)
|
Unearned
discount
|
|
(3,316
|
)
|
(3,402
|
)
|
(3,730
|
)
|
(3,865
|
)
|
(3,888
|
)
|
Loans,
net of unearned discount
|
|
$
|
1,733,249
|
|
$
|
1,755,936
|
|
$
|
1,795,209
|
|
$
|
1,857,846
|
|
$
|
1,859,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans held for sale at lower of cost or market
|
|
$
|
|
|
$
|
492
|
|
$
|
31,459
|
|
$
|
|
|
$
|
|
|
Nonperforming Assets
Credit risk related to nonperforming assets arises
as a result of lending activities. To manage this risk, we employ frequent
monitoring procedures and take prompt corrective action when necessary. We
employ a risk rating system that identifies the potential risk associated with
loans in our loan portfolio. This monitoring and rating system is designed to
help management determine current and potential problems so that corrective
actions can be taken promptly.
Generally, loans are placed on nonaccrual status
when they become 90 days or more past due or at such earlier time as management
determines timely recognition of interest to be in doubt. Accrual of interest
is discontinued on a loan when we believe, after considering economic and
business conditions and analysis of the borrowers financial condition, that
the collection of interest is doubtful.
27
The following table summarizes the loans for which
the accrual of interest has been discontinued, loans with payments more than 90
days past due and still accruing interest, loans that have been restructured,
and other real estate owned. For reporting purposes, other real estate owned
consists of all real estate, other than bank premises, actually owned or
controlled by us, including real estate acquired through foreclosure.
Table 9
|
|
Quarter Ended
|
|
|
|
March 31,
2008
|
|
December 31,
2007
|
|
September 30,
2007
|
|
June 30,
2007
|
|
March 31,
2007
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonaccrual loans and leases, not restructured
|
|
$
|
20,798
|
|
$
|
19,309
|
|
$
|
16,831
|
|
$
|
35,515
|
|
$
|
31,940
|
|
Accruing
loans past due 90 days or more
|
|
1
|
|
527
|
|
9
|
|
122
|
|
323
|
|
Other
real estate owned
|
|
1,715
|
|
3,517
|
|
3,401
|
|
1,385
|
|
861
|
|
Total nonperforming assets
|
|
$
|
22,514
|
|
$
|
23,353
|
|
$
|
20,241
|
|
$
|
37,022
|
|
$
|
33,124
|
|
Nonperforming
loans
|
|
$
|
20,799
|
|
$
|
19,836
|
|
$
|
16,840
|
|
$
|
35,637
|
|
$
|
32,263
|
|
Other
impaired loans
|
|
|
|
3,492
|
|
510
|
|
20,208
|
|
8,079
|
|
Total
impaired loans
|
|
$
|
20,799
|
|
$
|
23,328
|
|
$
|
17,350
|
|
$
|
55,845
|
|
$
|
40,342
|
|
Allocated
allowance for loan losses
|
|
(5,368
|
)
|
(4,283
|
)
|
(4,028
|
)
|
(14,113
|
)
|
(7,673
|
)
|
Net investment in impaired loans
|
|
$
|
15,431
|
|
$
|
19,045
|
|
$
|
13,322
|
|
$
|
41,732
|
|
$
|
32,669
|
|
Loans
charged off
|
|
$
|
743
|
|
$
|
1,729
|
|
$
|
20,079
|
|
$
|
5,473
|
|
$
|
1,692
|
|
Recoveries
|
|
(205
|
)
|
(436
|
)
|
(438
|
)
|
(809
|
)
|
(436
|
)
|
Net charge-offs
|
|
$
|
538
|
|
$
|
1,293
|
|
$
|
19,641
|
|
$
|
4,664
|
|
$
|
1,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for loan losses
|
|
$
|
875
|
|
$
|
3,025
|
|
$
|
8,026
|
|
$
|
12,766
|
|
$
|
849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance
for loan losses
|
|
$
|
26,048
|
|
$
|
25,711
|
|
$
|
23,979
|
|
$
|
35,594
|
|
$
|
27,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses to loans, net of unearned
discount
|
|
1.48
|
%
|
1.44
|
%
|
1.32
|
%
|
1.88
|
%
|
1.46
|
%
|
Allowance for loan losses to nonaccrual loans
|
|
125.24
|
%
|
133.16
|
%
|
142.47
|
%
|
100.22
|
%
|
86.07
|
%
|
Allowance for loan losses to nonperforming assets
|
|
115.70
|
%
|
110.10
|
%
|
118.47
|
%
|
96.14
|
%
|
83.00
|
%
|
Allowance for loan losses to nonperforming loans
|
|
125.24
|
%
|
129.62
|
%
|
142.39
|
%
|
99.88
|
%
|
85.21
|
%
|
Nonperforming assets to loans, net of unearned
discount, and other real estate owned
|
|
1.28
|
%
|
1.31
|
%
|
1.11
|
%
|
1.96
|
%
|
1.76
|
%
|
Annualized net charge-offs to average loans
|
|
0.12
|
%
|
0.28
|
%
|
4.16
|
%
|
0.99
|
%
|
0.27
|
%
|
Nonaccrual loans to loans, net of unearned discount
|
|
1.18
|
%
|
1.08
|
%
|
0.93
|
%
|
1.88
|
%
|
1.69
|
%
|
Nonperforming assets at March 31, 2008,
decreased by $10.6 million, or 32.0%, from March 31, 2007, and by $0.8
million, or 3.6%, from December 31, 2007.
The decrease from March 31, 2007 is mostly due to the sale of
certain nonperforming and classified loans on October 31, 2007. Similarly, impaired loans at March 31,
2008, decreased by $19.5 million, or 48.4% from March 31, 2007, and by
$2.5 million, or 10.8%, from December 31, 2007.
Although the nonperforming
loans at March 31, 2008 have declined from March 31, 2007, the
deterioration of the local and national real estate economy has resulted in the
continued decline in the values of the underlying collateral on the
nonperforming loans and thus the overall allowance for loan losses remains at a
level similar to March 31, 2007.
As of March 31,
2008, the five largest nonperforming loan relationships amounted to
$12.5 million, or 60.0%, of the total nonperforming loans.
28
Allowance for Loan Losses
The allowance for loan losses is maintained at a
level that, in our judgment, is adequate to absorb probable incurred losses in
the loan portfolio. The amount of the allowance is based on managements
evaluation of the collectibility of the loan portfolio, historical loss
experience, and other significant factors affecting loan portfolio
collectibility, including the volume and severity of delinquent and classified
loans, trends in volume and terms of loans, levels and trends in credit
concentrations, effects of changes in underwriting standards, policies,
procedures and practices, national and local economic trends and conditions,
changes in capabilities and experience of lending management and staff, and
other external factors including industry conditions, competition and
regulatory requirements.
The ratio of allowance for loan losses to
total loans was 1.48% at March 31,
2008, as compared to 1.46% at March 31,
2007 and 1.44% at December 31, 2007.
Our methodology for evaluating the adequacy of the
allowance for loan losses has two basic elements: first, the identification of
impaired loans and the measurement of an estimated loss for each individual
loan identified; second, estimating an allowance for probable incurred losses
on other loans. The specific allowance for impaired loans and the remaining
allowance are combined to determine the required allowance for loan losses.
In estimating the allowance for probable incurred
losses on other loans, we group the balance of the loan portfolio into segments
that have common characteristics, such as loan type or risk weighting. For each nonspecific allowance portfolio
segment, we apply loss factors to calculate the required allowance based upon
actual historical loss rates adjusted for qualitative factors affecting loan
portfolio collectibility as described above.
Loans typically segregated by risk rating are those that have been
assigned risk ratings using regulatory definitions of watch, substandard, doubtful and loss. Loans graded as either doubtful or loss are
generally partially or fully charged-off.
Other loans segregated by risk weighting are evaluated for trends in
volume and severity.
The specific allowance for impaired loans and the
allowance calculated for probable incurred losses on other loans are combined
to determine the required allowance for loan losses. The amount calculated is compared to the
actual allowance for loan losses balance at each quarter end and any shortfall
is charged to income as an additional provision for loan losses.
The following table provides a summary of the
activity within the allowance for loan losses account for the periods
presented:
Table 10
|
|
Three Months Ended March 31,
|
|
|
|
2008
|
|
2007
|
|
|
|
(In thousands)
|
|
Balance,
beginning of period
|
|
$
|
25,711
|
|
$
|
27,899
|
|
Loan
charge-offs:
|
|
|
|
|
|
Real estate - mortgage
|
|
370
|
|
963
|
|
Real estate - construction
|
|
87
|
|
535
|
|
Commercial
|
|
179
|
|
43
|
|
Agricultural
|
|
9
|
|
|
|
Consumer
|
|
98
|
|
130
|
|
Lease receivable and other
|
|
|
|
21
|
|
Total loan charge-offs
|
|
743
|
|
1,692
|
|
Recoveries:
|
|
|
|
|
|
Real estate - mortgage
|
|
135
|
|
195
|
|
Real estate - construction
|
|
3
|
|
55
|
|
Commercial
|
|
34
|
|
120
|
|
Agricultural
|
|
6
|
|
|
|
Consumer
|
|
27
|
|
46
|
|
Lease receivable and other
|
|
|
|
20
|
|
Total loan recoveries
|
|
205
|
|
436
|
|
Net
loan charge-offs
|
|
538
|
|
1,256
|
|
Provision
for loan losses
|
|
875
|
|
849
|
|
Balance,
end of period
|
|
$
|
26,048
|
|
$
|
27,492
|
|
29
Management continues to
monitor the allowance for loan losses closely and will adjust the allowance
when necessary, based on its analysis, which includes an ongoing evaluation of
substandard loans and their collateral positions.
Securities
We manage our investment portfolio principally to
provide liquidity, balance our overall interest rate risk and to provide
collateral for public deposits and customer repurchase agreements.
The carrying value of our portfolio of investment
securities at
March 31,
2008
and December 31,
2007 was as follows:
Table 11
|
|
March 31,
|
|
December 31,
|
|
Increase
|
|
%
|
|
|
|
2008
|
|
2007
|
|
(Decrease)
|
|
Change
|
|
|
|
(In thousands)
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies and
government-sponsored entities
|
|
$
|
2,509
|
|
$
|
10,456
|
|
$
|
(7,947
|
)
|
(76.0
|
)%
|
Obligations of states and political subdivisions
|
|
73,510
|
|
76,876
|
|
(3,366
|
)
|
(4.4
|
)%
|
Mortgage-backed
|
|
39,077
|
|
30,038
|
|
9,039
|
|
30.1
|
%
|
Marketable equity
|
|
1,099
|
|
1,047
|
|
52
|
|
5.0
|
%
|
Other
|
|
547
|
|
547
|
|
0
|
|
0.0
|
%
|
Total securities available-for-sale
|
|
$
|
116,742
|
|
$
|
118,964
|
|
$
|
(2,222
|
)
|
(1.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
|
|
$
|
14,106
|
|
$
|
14,889
|
|
$
|
(783
|
)
|
(5.3
|
)%
|
The carrying value of our investment
securities at March 31, 2008
was $116.7 million, compared to the December 31, 2007 carrying value of
$119.0 million. The decrease in the level of our investments from December 31,
2007, is primarily due to a decrease in the fair value of certain municipal
bonds. The change in U.S. Government
agencies and government-sponsored entities and mortgage-backed securities from December 31,
2007 to March 31, 2008 is a result of a decision to sell certain
securities at a $0.1 million gain and replace them with higher yielding
securities.
Deposits
The following table sets forth the amounts of
our deposits outstanding at the dates indicated:
Table 12
|
|
At March 31, 2008
|
|
At December 31, 2007
|
|
|
|
|
|
% of
|
|
|
|
%
|
|
|
|
Balance
|
|
Total
|
|
Balance
|
|
of Total
|
|
|
|
(Dollars in thousands)
|
|
Noninterest bearing deposits
|
|
$
|
473,247
|
|
27.67
|
%
|
$
|
515,299
|
|
28.64
|
%
|
Interest bearing demand
|
|
156,416
|
|
9.15
|
%
|
160,100
|
|
8.90
|
%
|
Money market
|
|
582,013
|
|
34.03
|
%
|
572,056
|
|
31.79
|
%
|
Savings
|
|
71,617
|
|
4.19
|
%
|
71,944
|
|
4.00
|
%
|
Time
|
|
426,789
|
|
24.96
|
%
|
480,108
|
|
26.67
|
%
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
1,710,082
|
|
100.00
|
%
|
$
|
1,799,507
|
|
100.00
|
%
|
At the end
of the first quarter 2008, deposits were $1.7 billion as compared to $1.8
billion at December 31, 2007, reflecting a decrease of $89.4 million. Approximately $53.3 million, or 60% of this
decline, from December 31, 2007, is from a decrease in time deposits due
to a strategic decision to mitigate the impact of margin compression. Most of the remainder of the decline is
attributable to non-interest bearing deposits.
Even with the decline, noninterest bearing deposits still comprised
approximately 27.7% of total deposits at March 31, 2008, as compared to
28.6% at December 31, 2007, which helped to keep our overall cost of funds
lower.
Borrowings and Subordinated
Debentures
At March 31,
2008, our outstanding borrowings were $117,227,000 as compared to $63,715,000
at December 31, 2007. These borrowings at March 31, 2008, consisted
of term notes at the Federal Home Loan Bank (FHLB).
30
There was also a line of credit at the FHLB
at March 31, 2008, but there was no balance outstanding on this line of
credit on such date. At December 31, 2007, borrowings consisted of a line
of credit and term notes at the Federal Home Loan Bank of $15,160,000 and
$47,356,000 respectively , and a $1,199,00 Treasury Tax and Loan note balance.
The total
commitment, including balances outstanding, for borrowings at the Federal Home
Loan Bank for the term notes and line of credit at March 31, 2008 and December 31,
2007 was $398.9 million and $316.2 million, respectively. The interest rate on
the line of credit varies with the federal funds rate, and was 3.17% and 5.51%
at March 31, 2008 and December 31, 2007, respectively. The term notes have fixed interest rates that
range from 2.52%
to 6.22%. A blanket pledge and
security agreement with the Federal Home Loan Bank, which encompasses certain
loans and securities, serves as collateral for these borrowings.
We have a
$70 million revolving credit agreement with U.S. Bank National Association which
contains financial covenants, including maintaining a minimum return on average
assets, a maximum nonperforming assets to total loans ratio and regulatory
capital ratios that qualify the Company as well-capitalized. As of March 31, 2008, the Company did
not have any amount drawn on this line.
The Company is in compliance with all outstanding debt covenants, as
amended. The interest rate varies based on a spread over the federal funds
rate, with a rate of 3.59%
at March 31, 2008.
The credit agreement is secured by Guaranty Bank stock. U.S. Bank performs various commercial banking
services for the Company for which they receive usual and customary fees.
At
March 31,
2008
, we had a
$41,239,000 aggregate principal balance of subordinated debentures outstanding
with a weighted average cost of 8.35%.
The subordinated debentures were issued in four separate series. Each
issuance has a maturity of thirty years from its date of issue. The
subordinated debentures were issued to trusts established by us, which in turn
issued $40 million of trust preferred securities. Generally and with certain
limitations, the Company is permitted to call the debentures subsequent to the
first five or ten years, as applicable, after issue if certain conditions are
met, or at any time upon the occurrence and continuation of certain changes in
either the tax treatment or the capital treatment of the trusts, the debentures
or the preferred securities. The
Guaranty Capital Trust III issuance of $10.0 million has a variable rate of
LIBOR plus 3.10% and is callable without penalty on July 7, 2008, and
every quarter thereafter. Management
does not expect to call these debentures on July 7, 2008, but will
continue to evaluate whether to call these debentures each quarter.
These securities are currently included in Tier I
capital for purposes of determining the Companys Tier I and total risk-based
capital ratios. The Board of Governors of the Federal Reserve System, which is
the holding companys banking regulator, has promulgated a modification of the
capital regulations affecting trust preferred securities. Under this
modification, beginning March 31, 2009, the Company will be required to
use a more restrictive formula to determine the amount of trust preferred
securities that can be included in regulatory Tier I capital. At that time, the
Company will be allowed to include in Tier I capital an amount of trust
preferred securities equal to no more than 25% of the sum of all core capital
elements, which is generally defined as stockholders equity less certain
intangibles, including goodwill, core deposit intangibles and customer
relationship intangibles, net of any related deferred income tax liability. The
regulations currently in effect limit the amount of trust preferred securities
that can be included in Tier I capital to 25% of the sum of core capital
elements without a deduction for permitted intangibles. The Company expects that its Tier I capital
ratios will be at or above the existing well-capitalized levels on March 31,
2009, the first date on which the modified capital regulations must be applied.
Capital Resources
Current risk-based regulatory capital standards
generally require banks and bank holding companies to maintain a ratio of core
or Tier 1 capital (consisting principally of common equity) to risk-weighted
assets of at least 4%, a ratio of Tier 1 capital to average total assets
(leverage ratio) of at least 4% and a ratio of total capital (which includes
Tier 1 capital plus certain forms of subordinated debt, a portion of the
allowance for loan losses, and preferred stock) to risk-weighted assets of at
least 8%. Risk-weighted assets are calculated by multiplying the balance in
each category of assets by a risk factor, which ranges from zero for cash
assets and certain government obligations to 100% for high-risk loans, and
adding the products together.
For regulatory and debt-covenant purposes,
the Company maintains capital above the minimum core standards. The Company maintains capital at a
well-capitalized level. Under the regulations adopted by the federal regulatory
authorities, a bank is well-capitalized if the institution has a total
risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio
of 6.0% or greater, and a leverage ratio of 5.0% or greater, and is not subject
to any order or written directive by any such regulatory authority to meet and
maintain a specific capital level for
31
any capital measure. Our subsidiary bank is required to maintain
similar capital levels under capital adequacy guidelines. At March 31,
2008, our subsidiary bank was well-capitalized.
The following table provides the current
capital ratios as of the dates presented, along with the regulatory capital requirements:
Table 13
|
|
|
|
|
|
|
|
Minimum
|
|
|
|
|
|
|
|
|
|
Requirement
|
|
|
|
|
|
|
|
Minimum
|
|
For Well
|
|
|
|
March 31,
|
|
December 31,
|
|
Capital
|
|
Capitalized
|
|
|
|
2008
|
|
2007
|
|
Requirement
|
|
Institution
|
|
|
|
|
|
|
|
|
|
|
|
Leverage ratio
|
|
9.21
|
%
|
8.55
|
%
|
4.00
|
%
|
5.00
|
%
|
Tier 1 risk weighted ratio
|
|
9.93
|
%
|
9.62
|
%
|
4.00
|
%
|
6.00
|
%
|
Total risk weighted capital ratio
|
|
11.18
|
%
|
10.87
|
%
|
8.00
|
%
|
10.00
|
%
|
Contractual Obligations and Off-Balance Sheet
Arrangements
The Company is a party to credit-related financial
instruments with off-balance sheet risk in the normal course of business to
meet the financing needs of its customers. These financial instruments include
commitments to extend credit, stand-by letters of credit, and commercial
letters of credit. Such commitments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
consolidated balance sheets.
The Companys exposure to credit loss is represented
by the contractual amount of these commitments. The Company follows the same
credit policies in making commitments as it does for on-balance sheet
instruments.
At March 31, 2008, the following financial
instruments were outstanding whose contract amounts represented credit risk:
Table 14
|
|
March 31,
2008
|
|
December 31,
2007
|
|
|
|
(In thousands)
|
|
Commitments to extend credit
|
|
$
|
597,765
|
|
$
|
582,988
|
|
Standby letters of credit
|
|
28,917
|
|
33,573
|
|
|
|
|
|
|
|
Totals
|
|
$
|
626,682
|
|
$
|
616,561
|
|
Liquidity
We believe that our level of liquid assets is
sufficient to meet our current and presently anticipated funding needs.
We rely on dividends from our Bank as a primary
source of liquidity for the holding company. We plan to continue to utilize the
available dividends from the Bank for holding company operations, subject to
regulatory and other restrictions. The
ability of the Bank to pay dividends or make other capital distributions to us
is subject to the regulatory authority of the Federal Reserve Board and the
Colorado Division of Banking. Because of
the net loss in 2007 as a result of the goodwill impairment charge, the Bank
will be required to obtain permission from the Federal Reserve Board and the
Colorado Division of Banking prior to making any dividend to the holding
company. As the net loss in 2007 did
not have any impact on the Banks liquidity, cash flows or regulatory capital,
it is expected that permission will be granted if the bank remains more than
well-capitalized and if the payment of dividends is not deemed to be an unsafe
or unsound practice. We require
liquidity for the payment of interest on the subordinated debentures, for
operating expenses, principally salaries and benefits, for repurchases of our
common stock, and, if declared by our board of directors, for the payment of
dividends to our stockholders.
The Bank relies on deposits as their principal
source of funds and, therefore, must be in a position to service depositors
needs as they arise. Fluctuations in the balances of a few large depositors may
cause temporary increases and decreases in liquidity from time to time. We deal
with such fluctuations by using existing liquidity sources.
32
We believe that if the level of liquid assets (our
primary liquidity) does not meet our liquidity needs, other available sources
of liquid assets (our secondary liquidity), including the purchase of federal
funds, sales of securities under agreements to repurchase, sales of loans,
discount window borrowings from the Federal Reserve Bank, and our lines of
credit with the Federal Home Loan Bank of Topeka and U.S. Bank could be
employed to meet those current and presently anticipated funding needs.
Application of Critical Accounting Policies
and Accounting Estimates
Managements
Discussion and Analysis of financial condition and results of operations
discusses the Companys condensed consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these condensed consolidated
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities at the date of the condensed consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to customers and suppliers, allowance for
loan losses, bad debts, investments, financing operations, long-lived assets,
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which have formed the basis
for making such judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ
from the recorded estimates under different assumptions or conditions. A summary of critical accounting policies and
estimates are listed in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section of the Companys 2007 Annual
Report Form 10-K for the fiscal year ended December 31, 2007. There have been no changes to these critical
accounting policies in 2008.
33
ITEM 3.
Quantitative and Qualitative
Disclosure about Market Risk
Market risk is the risk of loss in a financial
instrument arising from adverse changes in market prices and rates, foreign
currency exchange rates, commodity prices and equity prices. Our market risk
arises primarily from interest rate risk inherent in our lending and deposit
taking activities. To that end, management actively monitors and manages our
interest rate risk exposure. We do not have any market risk sensitive
instruments entered into for trading purposes. We manage our interest rate
sensitivity by matching the re-pricing opportunities on our earning assets to
those on our funding liabilities. We use various asset/liability strategies to
manage the re-pricing characteristics of our assets and liabilities designed to
ensure that exposure to interest rate fluctuations is limited to our guidelines
of acceptable levels of risk-taking. Hedging strategies, including the terms
and pricing of loans and deposits and managing the deployment of our
securities, are used to reduce mismatches in interest rate re-pricing
opportunities of portfolio assets and their funding sources.
Our Asset Liability Management Committee, or ALCO,
addresses interest rate risk. The committee is comprised of members of our
senior management. The ALCO monitors interest rate risk by analyzing the
potential impact on net interest income and the net portfolio of equity value
from potential changes in interest rates, and considers the impact of
alternative strategies or changes in balance sheet structure. The ALCO manages
our balance sheet in part to maintain the potential impact on net portfolio
value and net interest income within acceptable ranges despite changes in
interest rates.
Our exposure to interest rate risk is reviewed on at
least a quarterly basis by the ALCO and our board of directors. Interest rate
risk exposure is measured using interest rate sensitivity analysis to determine
our change in net portfolio value and net interest income in the event of
hypothetical changes in interest rates. If potential changes to net portfolio
value and net interest income resulting from hypothetical interest rate changes
are not within board-approved limits, the board may direct management to adjust
the asset and liability mix to bring interest rate risk within board-approved
limits.
We monitor and evaluate our interest rate risk
position on a quarterly basis using economic value at risk analysis under 100
and 200 basis point change scenarios. Each of these analyses measures different
interest rate risk factors inherent in the balance sheet.
This disclosure alternative has been changed from
prior annual and quarterly reports filed by the Company, which used the Gap
analysis disclosure method. The static
gap analysis looked at the dollar amount of mismatches between assets and
liabilities, at certain time periods, whose interest rates are subject to pricing
at their contractual maturity date or repricing period. As this Gap analysis looked at contractual
dates that assets and liabilities are subject to repricing, it caused the
entire balance of interest-bearing NOW accounts, money market accounts and savings
accounts to be treated as immediately repriceable. As our actual experience with repricing of
these liabilities differed from the contractual maturities, Management has
chosen to disclose the sensitivity analysis alternative which measures the impact
on net interest income of hypothetical changes in interest rates. As discussed above, this tool is used
internally by ALCO in monitoring interest rate risk of the Company and thus,
the Company has chosen to change this disclosure alternative regarding market
risk. Summarized comparable information,
under the new disclosure method, for the preceding year is provided.
Net Interest Income Modeling
The Companys primary interest rate risk tool, the
Net Interest Income Simulation Analysis, measures interest rate risk and the
effect of interest rate changes on net interest income. This analysis
incorporates all of the Companys assets and liabilities together with
forecasted changes in the balance sheet and assumptions that reflect the
current interest rate environment. Through these simulations, management
estimates the impact on net interest income of a 100 and 200 basis point upward
or downward change of market interest rates over a one year period. Assumptions are made to project rates for new
loans and deposits based on historical analysis, management outlook and
repricing strategies. Asset prepayments and other market risks are developed
from industry estimates of prepayment speeds and other market changes. Since
the results of these simulations can be significantly influenced by assumptions
utilized, management evaluates the sensitivity of the simulation results to
changes in assumptions.
34
The following table shows the net interest income
increase or decrease over the next twelve months as of March 31, 2008 and
2007:
Table 15
MARKET
RISK:
|
|
Annualized Net Interest Income
|
|
|
|
March 31, 2008
|
|
March 31, 2007
|
|
|
|
Amount of Change
|
|
Amount of Change
|
|
|
|
(In thousands)
|
|
Rates in Basis Points
|
|
|
|
|
|
200
|
|
$
|
6,905
|
|
$
|
9,599
|
|
100
|
|
3,543
|
|
4,840
|
|
Static
|
|
|
|
|
|
(100)
|
|
(3,488
|
)
|
(4,878
|
)
|
(200)
|
|
(6,350
|
)
|
(9,639
|
)
|
|
|
|
|
|
|
|
|
Overall, the company is
positioned to have a short-term favorable interest income impact in a rising
rate environment and have an adverse interest income impact in the short-term
in a falling rate environment.
If rates increase, net
interest income is anticipated to increase and similarly, if rates decrease,
net interest income is expected to decrease, meaning the bank is asset
sensitive. At March 31, 2008, a 200
basis point increase in rates would be anticipated to increase net interest
income by $6.9 million as compared to $9.6 million at March 31, 2007. The Company is now less asset sensitive to an
increase or decrease in rates than a year ago.
35
ITEM 4.
Controls and Procedures
As of the end of the period covered by this report,
an evaluation was carried out by the Companys management, with the
participation of the Chief Executive Officer and the Chief Financial Officer,
of the effectiveness of the Companys disclosure controls and procedures (as
defined in Rule 15d-15(e) under the Securities Exchange Act of 1934).
The Companys disclosure controls were designed to provide a reasonable
assurance that information required to be disclosed in reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission. It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. However, the controls have been designed
to provide reasonable assurance of achieving the controls stated goals. Based
on that evaluation, the Companys Chief Executive Officer and Chief Financial
Officer, have concluded that the Companys disclosure controls and procedures
are effective at March 31, 2008 to ensure that information required to be
disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 was (i) accumulated and communicated to management, including
the Companys Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure and (ii) recorded,
processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.
There have been no changes in the Companys internal
control over financial reporting (as defined in Rule 15d-15(f) under
the Securities Exchange Act of 1934) during our most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
36
PART IIOTHER
INFORMATION
ITEM 1.
Legal Proceedings
In
the ordinary course of our business, we are party to various legal actions,
which we believe are incidental to the operation of our business. Although the
ultimate outcome and amount of liability, if any, with respect to these other
legal actions to which we are currently a party cannot presently be ascertained
with certainty, in the opinion of management, based upon information currently
available to us, any resulting liability is not likely to have a material
adverse effect on the Companys consolidated financial position, results of
operations or cash flows.
37
ITEM 1A. Risk Factors
In addition to the other information set
forth in this report, you should carefully consider the factors discussed in Part I,
Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2007, which could materially affect our business,
financial condition and/or operating results.
The risks described in our Annual Report on Form 10-K are not the
only risks facing the Company. Additional risks and uncertainties not currently
known to us or that we currently deem to be immaterial also may materially
affect our business, financial condition and/or operating results.
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
(a)
None.
(b)
None.
(c) The following table provides information with
respect to purchases made by or on behalf of the Company or any affiliated
purchaser (as defined in Rule 10b-18(a)(3) under the Securities
Exchange Act of 1934), of our common stock during the first quarter 2008.
|
|
Total
Shares
Purchased
|
|
Average Price
Paid per
Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans (1)
|
|
Maximum Number of
Shares that May Yet be
Purchased Under the Plans
at The End of the Period
|
|
January 1 to January 31
|
|
8,701
|
|
$
|
5.61
|
|
|
|
1,349,858
|
|
February 1 to February 29
|
|
386
|
|
6.04
|
|
|
|
1,349,858
|
|
March 1 to March 31
|
|
|
|
|
|
|
|
1,349,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,087
|
|
$
|
5.63
|
|
|
(2)
|
1,349,858
|
|
(1)
In May 2007, we announced the
authorization of a stock repurchase program to repurchase up to 2,000,000
shares of our common stock from time to time over a one-year period in the open
market or through private transactions in accordance with the applicable
regulations of the Securities and Exchange Commission. In October 2007, we
announced the authorization of a new stock repurchase program to repurchase up
to 1,200,000 shares of our common stock from time to time over a one-year
period in the open market or through private transactions in accordance with
applicable regulations of the Securities and Exchange Commission. The company
has 1,349,858 shares remaining under these two repurchase programs.
(2)
The difference of 9,087 shares between Total
Shares Purchased and Total Number of Shares Purchased as Part of
Publicly Announced Plans relates to the net settlement of vested, restricted
stock awards.
ITEM 3.
Defaults Upon Senior Securities
None.
ITEM 4.
Submission of Matters to a Vote of Security Holders
None.
ITEM 5.
Other Information
None
38
ITEM 6.
Exhibits
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certification
of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to Registrants Form S-1 Registration Statement
(No. 333-124855)).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 3.2 to Registrants
Form 10-K filed on March 3, 2008).
|
|
|
|
31.1
|
|
Section 302
Certification of Chief Executive Officer.
|
|
|
|
31.2
|
|
Section 302
Certification of Chief Financial Officer.
|
|
|
|
32.1
|
|
Section 906
Certification of Chief Executive Officer.
|
|
|
|
32.2
|
|
Section 906
Certification of Chief Financial Officer.
|
39
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
|
|
Date:
May 7, 2008
|
CENTENNIAL BANK HOLDINGS, INC.
|
|
|
|
|
|
/s/ P
AUL W. TAYLOR
|
|
|
|
Paul W. Taylor
|
|
Executive Vice President and Chief Financial
Officer
|
40
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