10-Q 1 v351499_10q.htm FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended June 30, 2013

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number 0-18832

 

First Financial Service Corporation

(Exact Name of Registrant as specified in its charter)

 

Kentucky 61-1168311
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)  

 

2323 Ring Road (270) 765-2131
Elizabethtown, Kentucky 42701 (Registrant's telephone number,
(Address of principal executive offices) including area code)
(Zip Code)  

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large Accelerated Filer ¨   Accelerated Filer ¨ Non-Accelerated Filer ¨   Smaller Reporting Company x

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class Outstanding as of July 31, 2013
Common Stock 4,861,523 shares

 

 
 

 

FIRST FINANCIAL SERVICE CORPORATION

FORM 10-Q

TABLE OF CONTENTS

 

PART IFINANCIAL INFORMATION  
     
Preliminary Note Regarding Forward-Looking Statements 3
     
Item 1. Consolidated Financial Statements and Notes to Consolidated Financial Statements (Unaudited) 4
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 37
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 56
     
Item 4. Controls and Procedures 58
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 58
     
Item 1A. Risk Factors 59
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 59
     
Item 3. Defaults upon Senior Securities 59
     
Item 4. Mine Safety Disclosures 59
     
Item 5. Other Information 59
     
Item 6. Exhibits 59
     
SIGNATURES 60

 

2
 

 

 PRELIMINARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

 

Statements in this report that are not statements of historical fact are forward-looking statements. First Financial Service Corporation (the “Corporation”) may make forward-looking statements in future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by or with the approval of the Corporation. Forward-looking statements include, but are not limited to: (1) projections of revenues, income or loss, earnings or loss per share, capital structure and other financial items; (2) plans and objectives of the Corporation or its management or Board of Directors; (3) statements regarding future events, actions or economic performance; and (4) statements of assumptions underlying such statements. Words such as “estimate,” “strategy,” “believes,” “anticipates,” “expects,” “intends,” “plans,” “targeted,” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

 

Various risks and uncertainties may cause actual results to differ materially from those indicated by our forward-looking statements. In addition to those risks described under “Item 1A Risk Factors,” of this report and our Annual Report on Form 10-K, the following factors could cause such differences: our ability to increase our capital to the levels required by our agreements with bank regulators; the significant amount of OREO properties we hold, which could increase operating expenses and result in future losses; the accuracy of our decisions regarding credit risk; the adequacy of our allowance for loan losses to cover actual credit losses; changes in general economic conditions and economic conditions in Kentucky and the markets we serve, any of which may affect, among other things, our level of non-performing assets, charge-offs, and provision for loan loss expense; changes in interest rates that may reduce interest margins and impact funding sources; changes in market rates and prices which may adversely impact the value of financial products including securities, loans and deposits; changes in tax laws, rules and regulations; various monetary and fiscal policies and regulations, including those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation (“FDIC”) and the Kentucky Department of Financial Institutions (“KDFI”); competition with other local and regional commercial banks, savings banks, credit unions and other non-bank financial institutions; our ability to grow core businesses; our ability to develop and introduce new banking-related products, services and enhancements and gain market acceptance of such products; and management’s ability to manage these and other risks.

 

Our forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of any such statement.

 

3
 

 

Item 1. FIRST FINANCIAL SERVICE CORPORATION  
  Consolidated Balance Sheets  
  (Unaudited)  

 

   June 30,   December 31, 
(Dollars in thousands, except per share data)  2013   2012 
         
ASSETS:          
Cash and due from banks  $11,947   $12,598 
Interest bearing deposits   15,978    50,505 
Total cash and cash equivalents   27,925    63,103 
           
Securities available-for-sale   309,132    354,131 
Loans held for sale   3,595    3,887 
           
Loans, net of unearned fees   490,586    524,835 
Allowance for loan losses   (15,947)   (17,265)
Net loans   474,639    507,570 
           
Federal Home Loan Bank stock   4,430    4,805 
Cash surrender value of life insurance   10,244    10,060 
Premises and equipment, net   26,742    27,048 
Real estate owned:          
Acquired through foreclosure, net of valuation allowance of $721 Jun (2013) and $500 Dec (2012)   14,169    22,286 
Other repossessed assets   37    34 
Accrued interest receivable   2,390    2,690 
Accrued income taxes   2,907    2,928 
Low-income housing investments   6,821    7,061 
Other assets   1,487    1,459 
           
TOTAL ASSETS  $884,518   $1,007,062 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
LIABILITIES:          
Deposits:          
Non-interest bearing  $80,584   $75,842 
Interest bearing   717,793    846,778 
Total deposits   798,377    922,620 
           
Advances from Federal Home Loan Bank   22,526    12,596 
Subordinated debentures   18,000    18,000 
Accrued interest payable   3,798    3,121 
Accrued senior preferred dividend   2,969    2,469 
Accounts payable and other liabilities   4,246    3,884 
           
TOTAL LIABILITIES   849,916    962,690 
           
Commitments and contingent liabilities   -    - 
           
STOCKHOLDERS' EQUITY:          
Senior preferred stock, $1 par value per share; authorized 5,000,000 shares; issued and outstanding, 20,000 shares with a liquidation preference of $23.0 million Jun (2013), and $22.5 million Dec (2012)   19,970    19,943 
Common stock, $1 par value per share; authorized 35,000,000 shares; issued and outstanding, 4,855,890 shares Jun (2013), and 4,775,114 shares Dec (2012)   4,856    4,775 
Additional paid-in capital   35,990    35,782 
Accumulated deficit   (18,929)   (17,398)
Accumulated other comprehensive income   (7,285)   1,270 
           
TOTAL STOCKHOLDERS' EQUITY   34,602    44,372 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $884,518   $1,007,062 

 

See notes to the unuaudited consolidated financial statements.

 

4
 

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Operations

(Unaudited)

 

   Three Months Ended   Six Months Ended 
(Amounts in thousands, except per share data)  June 30,   June 30, 
   2013   2012   2013   2012 
                 
Loans, including fees  $6,603   $8,868   $13,421   $18,829 
Taxable securities   1,541    1,726    3,198    3,436 
Tax exempt securities   67    144    132    357 
Total interest income   8,211    10,738    16,751    22,622 
                     
Interest Expense:                    
Deposits   1,774    3,444    3,910    7,389 
Federal Home Loan Bank advances   132    283    264    567 
Subordinated debentures   341    341    682    682 
Total interest expense   2,247    4,068    4,856    8,638 
                     
Net interest income   5,964    6,670    11,895    13,984 
Provision for loan losses   212    915    (825)   1,927 
Net interest income after provision for loan losses   5,752    5,755    12,720    12,057 
                     
Non-interest Income:                    
Customer service fees on deposit accounts   1,307    1,399    2,498    2,782 
Gain on sale of mortgage loans   161    384    588    695 
Gain on sale of investments   334    598    843    1,309 
Loss on sale of investments   (334)   (303)   (616)   (303)
Other than temporary impairment loss:                    
Total other-than-temporary impairment losses   -    -    -    (26)
Portion of loss recognized in other comprehensive income/(loss) (before taxes)   -    -    -    - 
Net impairment losses recognized in earnings   -    -    -    (26)
Loss on sale and write downs on real estate acquired through foreclosure   (532)   (2,016)   (1,592)   (3,582)
Gain on sale of premises and equipment   -    322    -    322 
Gain on sale on real estate acquired through foreclosure   150    210    207    613 
Gain on sale of real estate held for development   -    -    -    175 
Brokerage commissions   139    112    257    207 
Other income   461    617    955    1,028 
Total non-interest income   1,686    1,323    3,140    3,220 
                     
Non-interest Expense:                    
Employee compensation and benefits   3,757    3,822    7,550    7,675 
Office occupancy expense and equipment   690    782    1,398    1,550 
Marketing and advertising   74    135    174    168 
Outside services and data processing   941    893    1,804    1,704 
Bank franchise tax   315    402    630    744 
FDIC insurance premiums   505    682    1,194    1,097 
Amortization of intangible assets   -    62    -    127 
Real estate acquired through foreclosure expense   524    2,336    818    2,676 
Loan expense   385    656    607    1,164 
Other expense   1,372    1,446    2,688    2,800 
Total non-interest expense   8,563    11,216    16,863    19,705 
                     
Loss before income taxes   (1,125)   (4,138)   (1,003)   (4,428)
Income tax expense/(benefit)   1    1    1    1 
Net Loss   (1,126)   (4,139)   (1,004)   (4,429)
Less:                    
Dividends on preferred stock   (250)   (250)   (500)   (500)
Accretion on preferred stock   (13)   (13)   (27)   (27)
Net loss attributable to common shareholders  $(1,389)  $(4,402)  $(1,531)  $(4,956)
                     
Shares applicable to basic loss per common share   4,806,444    4,767,464    4,797,259    4,764,240 
Basic loss per common share  $(0.29)  $(0.92)  $(0.32)  $(1.04)
                     
Shares applicable to diluted loss per common share   4,806,444    4,767,464    4,797,259    4,764,240 
Diluted loss per common share  $(0.29)  $(0.92)  $(0.32)  $(1.04)
                     
Cash dividends declared per common share  $-   $-   $-   $- 

 

See notes to the unuaudited consolidated financial statements.

 

5
 

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Comprehensive Income/(Loss)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
(Dollars in thousands)  June 30,   June 30, 
   2013   2012   2013   2012 
Net Loss  $(1,126)  $(4,139)  $(1,004)  $(4,429)
Other comprehensive income (loss):                    
Change in unrealized gain (loss) on securities available-for-sale   (7,378)   152    (8,328)   768 
Change in unrealized gain (loss) on securities available-for-sale for which a portion of other-than-temporary impairment has been recognized into earnings   -    (15)   -    (21)
Reclassification of realized amount on securities available-for-sale losses (gains)   -    (295)   (227)   (1,006)
Reclassification of unrealized loss on held-to-maturity security recognized in income   -    -    -    26 
Accretion (amortization) of non-credit component of other-than-temporary impairment on held-to-maturity securities   -    50    -    50 
Net unrealized gain (loss) recognized in comprehensive income   (7,378)   (108)   (8,555)   (183)
Tax effect   -    -    -    - 
Total other comphrehensive loss   (7,378)   (108)   (8,555)   (183)
                     
Comprehensive Loss  $(8,504)  $(4,247)  $(9,559)  $(4,612)

 

See notes to the unaudited consolidated financial statements.

 

6
 

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Changes in Stockholders' Equity

Six Months Ended June 30, 2013

(Dollars In Thousands, Except Per Share Amounts)

(Unaudited)

 

   Shares   Amount   Additional
Paid-in
   Accumulated   Accumulated
Other
Comprehensive
Income, Net of
     
   Preferred   Common   Preferred   Common   Capital   Deficit   Tax   Total 
                                 
Balance, January 1, 2013   20,000    4,775,114   $19,943   $4,775   $35,782   $(17,398)  $1,270   $44,372 
Net loss   -    -    -    -    -    (1,004)   -    (1,004)
Stock issued for employee benefit plans   -    14,848    -    15    14    -    -    29 
Issuance of restricted shares   -    65,928    -    66    (66)   -    -    - 
Stock-based compensation expense   -    -    -    -    260    -    -    260 
Total other comprehensive income (loss)   -    -    -    -    -    -    (8,555)   (8,555)
Dividends on preferred stock   -    -    -    -    -    (500)   -    (500)
Accretion of preferred stock discount   -    -    27    -    -    (27)   -    - 
Balance, June 30, 2013   20,000    4,855,890   $19,970   $4,856   $35,990   $(18,929)  $(7,285)  $34,602 

 

See notes to the unaudited consolidated financial statements.

 

7
 

 

FIRST FINANCIAL SERVICE CORPORATION

Consolidated Statements of Cash Flows

(Dollars In Thousands)

(Unaudited)

 

   Six Months Ended 
   June 30, 
   2013   2012 
Operating Activities:          
Net loss  $(1,004)  $(4,429)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:          
Provision for loan losses   (825)   1,927 
Depreciation on premises and equipment   746    771 
Change in real estate acquired through foreclosure valuation allowance   221    - 
Intangible asset amortization   -    127 
Loss on low-income housing investments   264    183 
Net amortization (accretion) available-for-sale   3,898    (904)
Impairment loss on securities held-to-maturity   -    26 
Gain on sale of investments available-for-sale   (843)   (1,309)
Loss on sale of investments available-for-sale   616    303 
Gain on sale of mortgage loans   (588)   (695)
Gain on sale of premises and equipment   -    (322)
Gain on sale of real estate acquired through foreclosure   (207)   (613)
Gain on sale of real estate held for development   -    (175)
Write-downs on real estate acquired through foreclosure   1,270    3,543 
Origination of loans held for sale   (34,589)   (27,572)
Proceeds on sale of loans held for sale   35,469    35,289 
Stock-based compensation expense   260    92 
Prepaid FDIC premium   -    1,055 
Changes in:          
Cash surrender value of life insurance   (184)   (178)
Interest receivable   300    702 
Other assets   179    1,040 
Interest payable   677    682 
Accrued income tax   21    - 
Accounts payable and other liabilities   362    267 
Net cash from operating activities   6,043    9,810 
           
Investing Activities:          
Sales of securities available-for-sale   101,056    87,454 
Purchases of securities available-for-sale   (92,922)   (140,232)
Maturities of securities available-for-sale   24,639    50,919 
Maturities of securities held-to-maturity   -    58 
Net change in loans   31,802    70,654 
Sale of portfolio loans   -    10,693 
Redemption of Federal Home Loan Bank stock   375    - 
Investment in low-income housing projects   (24)   (24)
Net purchases of premises and equipment   (440)   (86)
Sales of premises and equipment   -    1,575 
Sales of real estate acquired through foreclosure   8,577    4,356 
Sales of real estate held for development   -    220 
Net cash from investing activities   73,063    85,587 
           
Financing Activities          
Net change in deposits   (124,243)   (33,492)
Advance from Federal Home Loan Bank   10,000    - 
Repayments to Federal Home Loan Bank   (70)   (70)
Issuance of common stock under dividend reinvestment program   -    4 
Issuance of common stock for employee benefit plans   29    39 
Net cash from financing activities   (114,284)   (33,519)
           
Increase (decrease) in cash and cash equivalents   (35,178)   61,878 
Cash and cash equivalents, beginning of year   63,103    92,236 
Cash and cash equivalents, end of year  $27,925   $154,114 
           
Supplemental noncash disclosures:          
Transfers from loans to real estate acquired through foreclosure and repossessed assets  $(2,036)  $15,541 
Loans to facilitate sales of real estate owned and repossessed assets  $82   $208 
Dividends accrued not paid on preferred stock  $500   $500 
Transfers from loans to loans held for sale in probable branch divestiture  $-   $65,242 

 

See notes to the unaudited consolidated financial statements.

 

8
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation – The accompanying unaudited consolidated financial statements include the accounts of First Financial Service Corporation (the “Corporation”) and its wholly owned subsidiary, First Federal Savings Bank (the “Bank”). First Federal Savings Bank has three wholly owned subsidiaries, First Service Corporation of Elizabethtown, Heritage Properties, LLC and First Federal Office Park, LLC. Unless the text clearly suggests otherwise, references to "us," "we," or "our" include First Financial Service Corporation and its wholly owned subsidiary, collectively referred to as the “Company”. All significant intercompany transactions and balances have been eliminated in consolidation.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ending June 30, 2013 are not necessarily indicative of the results that may occur for the year ending December 31, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation’s annual report on Form 10-K for the period ended December 31, 2012.

 

Reclassifications Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year operations or shareholder’s equity.

 

Adoption of New Accounting Standards – Effective February 2013, we adopted, ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02).  This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income.  However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto.  Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail.  This standard was effective for public entities for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the consolidated financial statements.

 

In July 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). Current GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The adoption of ASU 2013-11 will require an unrecognized tax benefit, or a portion of an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, unless an exception applies. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013. We are currently evaluating the effect that the provisions of ASU 2013-11 will have on the consolidated financial statements.

 

9
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2.REGULATORY MATTERS

 

On January 27, 2011, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation (“FDIC”) and the Kentucky Department of Financial Institutions (“KDFI”). The 2011 Consent Order required the Bank to achieve a total capital to risk-weighted assets ratio of 12% and a Tier 1 capital to average total assets ratio of 9% by June 30, 2011. The 2011 Consent Order also forbade the Bank from declaring dividends without the prior written approval of the FDIC and KDFI and required the Bank to develop and implement plans to reduce its level of non-performing assets and concentrations of credit in commercial real estate loans, maintain adequate reserves for loan and lease losses, implement procedures to ensure compliance with applicable laws, and take certain other actions. A copy of the Consent Order is included as an exhibit to our Form 8−K filed on January 27, 2011.

 

In April 2011, the Corporation entered into a formal agreement with the Federal Reserve Bank of St. Louis, which requires the Corporation to obtain regulatory approval before declaring any dividends and to take steps to ensure the Bank complies with the Consent Order. We also may not redeem shares or obtain additional borrowings without prior approval.

 

On March 9, 2012, the Bank entered into a new Consent Order with the FDIC and KDFI. The 2012 Consent Order requires the Bank to achieve the minimum capital ratios in the 2011 Consent Order by June 30, 2012. The Bank also agreed that if it should be unable to reach the required capital levels by that date, and if directed in writing by the FDIC, then within 30 days the Bank would develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution. To date, the Bank has not received such a written direction. The 2012 Consent Order includes the substantive provisions of the 2011 Consent Order and requires the Bank to continue to adhere to the plans implemented in response to the 2011 Consent Order. A copy of the March 9, 2012 Consent Order is included as Exhibit 10.8 to our 2011 Annual Report on Form 10-K filed March 30, 2012. At June 30, 2013, the Bank’s Tier 1 capital ratio was 7.27% and the total risk-based capital ratio was 12.36% as compared to the minimum capital ratios as required by the 2011 Consent Order of 9.00% and 12.00%, respectively.

 

We notified the bank regulatory agencies that we have achieved and maintained the total risk-based capital ratio, but we have yet to achieve the Tier 1 capital ratio. We are continuing to explore our strategic alternatives to achieve and maintain the Tier 1 capital ratio as well as all of the other consent order issues.

 

The Consent Orders also resulted in the Bank being designated as a "troubled institution," which status prohibits the Bank from accepting, renewing or rolling over brokered deposits, restricts the amount of interest the Bank may pay on deposits, and increases its deposit insurance assessment.

 

Bank regulatory agencies can exercise discretion when an institution does not meet the terms of a regulatory order. The agencies may initiate changes in management, issue mandatory directives, impose monetary penalties or refrain from formal sanctions, depending on individual circumstances. Any material failures to comply with our regulatory orders would likely result in more stringent enforcement actions by the bank regulatory agencies, which could damage our reputation and have a material adverse effect on our business.

 

The 2012 Consent Order and the formal agreement will remain in effect until modified or terminated by the FDIC, KDFI and Federal Reserve Bank of St. Louis.

 

In response to the 2011 Consent Order, we engaged an investment banking firm with expertise in the financial services sector to assist with a review of all of our strategic alternatives as we work to achieve the higher required capital ratios. One of these alternatives was to sell branches located outside of our core market. On July 6, 2012, we sold our four banking centers in Southern Indiana, receiving a 3.65% premium on the $102.3 million of consumer and commercial deposits at closing. The buyer assumed a total of approximately $115.4 million in non-brokered deposits, which included $13.1 million of government, corporate, other financial institution and municipal deposits for which we received no premium or discount. We also sold approximately $30.4 million in performing loans at a discount of 0.80%. Other assets sold included vault cash of $367,000 and fixed assets of $887,000. The Indiana branch sale resulted in a gain of $3.1 million.

 

10
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

2.REGULATORY MATTERS – (Continued)

 

In addition to the sale of our Indiana branches, we also sold commercial real estate loans totaling $10.7 million at par during 2012.

 

Our plans for 2013 include the following even though there can be no assurances that our plans will be achieved:

 

·Continuing to identify and evaluate available strategic options to meet regulatory capital levels and all other requirements of our Consent Order.

 

·Continuing to serve our community banking customers and operate the Corporation and the Bank in a safe and sound manner. We have worked diligently to maintain the strength of our retail and deposit franchise.

 

·Continuing to reduce expenses and improve our ability to operate in a profitable manner.

 

·Continuing to reduce our lending concentration in commercial real estate through expected maturities and repayments.

 

·Enhancing our resources dedicated to special asset dispositions, both on a permanent and temporary basis, to accelerate our efforts to dispose of problem assets.

 

·Reducing our inventory of other real estate owned properties.

 

11
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

3.SECURITIES

 

The amortized cost basis and fair values of securities are as follows:

 

       Gross   Gross     
(Dollars in thousands)  Amortized   Unrealized   Unrealized     
   Cost   Gains   Losses   Fair Value 
Securities available-for-sale:                    
June 30, 2013:                    
Government-sponsored mortgage-backed residential  $133,897   $103   $(4,654)  $129,346 
Government-sponsored collateralized mortgage obligations   82,933    493    (489)   82,937 
Asset backed-collateralized loan obligations   24,546    11    (142)   24,415 
State and municipal   14,540    690    (8)   15,222 
Corporate bonds   57,943    189    (920)   57,212 
                     
Total  $313,859   $1,486   $(6,213)  $309,132 
                     
December 31, 2012:                    
U.S. Treasury and agencies  $8,284   $7   $(13)  $8,278 
Government-sponsored mortgage-backed residential   144,617    774    (502)   144,889 
Government-sponsored collateralized mortgage obligations   148,460    2,033    (346)   150,147 
Private asset backed   4,981    151    -    5,132 
State and municipal   11,394    1,324    -    12,718 
Corporate bonds   32,567    433    (33)   32,967 
                     
Total  $350,303   $4,722   $(894)  $354,131 

 

The amortized cost and fair value of securities at June 30, 2013, by contractual maturity, are shown below. Securities not due at a single maturity date, primarily mortgage-backed securities, are shown separately.

 

   Available for Sale 
   Amortized   Fair 
(Dollars in thousands)  Cost   Value 
         
Due in one year or less  $3,068   $3,078 
Due after one year through five years   49,814    49,250 
Due after five years through ten years   4,765    4,578 
Due after ten years   14,836    15,528 
Investment securities with no single maturity date:          
Government-sponsored mortgage-backed residential   133,897    129,346 
Government-sponsored collateralized mortgage obligations   82,933    82,937 
Asset backed-collateralized loan obligations   24,546    24,415 
   $313,859   $309,132 

 

12
 

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

3.SECURITIES – (Continued)

 

The following schedule shows the proceeds from sales of available-for-sale securities and the gross realized gains and losses on those sales:

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
(Dollars in thousands)                
                 
Proceeds from sales  $25,520   $57,733   $101,056   $87,454 
Gross realized gains   334    598    843    1,309 
Gross realized losses   334    303    616    303 

 

Investment securities pledged to secure public deposits and Federal Home Loan Bank (FHLB) advances had an amortized cost of $145.0 million and fair value of $143.4 million at June 30, 2013 and a $130.4 million amortized cost and fair value of $132.3 million at December 31, 2012.

 

Securities with unrealized losses at June 30, 2013 and December 31, 2012 aggregated by major security type and length of time in a continuous unrealized loss position are as follows:

 

June 30, 2013  Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
Description of Securities  Value   Loss   Value   Loss   Value   Loss 
                         
Government-sponsored mortgage-backed residential  $115,458   $(4,654)  $-   $-   $115,458   $(4,654)
Government-sponsored collateralized mortgage obligations   23,082    (489)   -    -    23,082    (489)
Asset backed-collateralized loan obligations   21,596    (142)   -    -    21,596    (142)
State and municipal   826    (8)   -    -    826    (8)
Corporate bonds   37,829    (920)   -    -    37,829    (920)
                               
Total temporarily impaired  $198,791   $(6,213)  $-   $-   $198,791   $(6,213)

 

December 31, 2012  Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
Description of Securities  Value   Loss   Value   Loss   Value   Loss 
                         
U.S. Treasury and agencies  $3,255   $(13)  $-   $-   $3,255   $(13)
Government-sponsored mortgage-backed residential   82,137    (502)   -    -    82,137    (502)
Government-sponsored collateralized mortgage obligations   33,275    (346)   -    -    33,275    (346)
Corporate bonds   5,731    (33)   -    -    5,731    (33)
                               
Total temporarily impaired  $124,398   $(894)  $-   $-   $124,398   $(894)

 

We evaluate investment securities with significant declines in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation, to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.

 

Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, underlying credit quality of the issuer, and our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.  In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the sector or industry trends and cycles affecting the issuer, and the results of reviews of the issuer’s financial condition.  

 

13
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

3.SECURITIES – (Continued)

 

Accounting guidance requires entities to split other than temporary impairment charges between credit losses (i.e., the loss based on the entity’s estimate of the decrease in cash flows, including those that result from expected voluntary prepayments), which are charged to earnings, and the remainder of the impairment charge (non-credit component) to accumulated other comprehensive income. This requirement pertains to both debt securities held to maturity and debt securities available for sale.

 

The unrealized losses on our investment securities were a result of changes in interest rates for fixed-rate securities where the interest rate received is less than the current rate available for new offerings of similar securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because we do not intend to sell and it is more likely than not that we will not be required to sell these investments until recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at June 30, 2013.

 

We recognized other-than-temporary impairment charges of $26,000 for the expected credit loss during the 2012 period. The 2012 impairment charge was related to Preferred Term Security VI which was called for early redemption in July 2012.

 

The table below presents a roll-forward of the credit losses recognized in earnings. During 2012, all of our trust preferred securities were either called or sold which represented the remaining balance in the OTTI roll-forward.

 

(Dollars in thousands)  Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2012   2012 
         
Beginning balance  $2,104   $2,078 
Increases to the amount related to the credit loss for which other-than-temporary impairment was previously recognized   -    26 
Ending balance  $2,104   $2,104 

 

14
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS

 

Loans are summarized as follows:

 

   June 30,   December 31, 
(Dollars in thousands)  2013   2012 
         
Commercial Real Estate (CRE):          
Other-CRE other than Land          
Development and Building Lots  $274,863   $287,283 
Land Development   23,736    28,310 
Building Lots   1,875    2,151 
Residential mortgage   102,281    110,025 
Consumer and home equity   54,449    57,888 
Commercial   17,030    19,931 
Indirect consumer   13,087    16,211 
Real estate construction   3,354    3,141 
    490,675    524,940 
Less:          
Net deferred loan origination fees   (89)   (105)
Allowance for loan losses   (15,947)   (17,265)
    (16,036)   (17,370)
           
Net Loans  $474,639   $507,570 

 

The following tables present the activity in the allowance for loan losses by portfolio segment for the quarter and six months ending June 30, 2013 and 2012:

 

Three Months Ended                            
June 30, 2013      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Beginning Balance  $914   $13,800   $66   $371   $438   $223   $15,812 
Provision for loan losses   (10)   225    4    -    (14)   7    212 
Charge-offs   -    (61)   -    -    (51)   (41)   (153)
Recoveries   4    20    -    4    23    25    76 
Total ending allowance balance  $908   $13,984   $70   $375   $396   $214   $15,947 

 

Six Months Ended                            
June 30, 2013      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Beginning Balance  $1,236   $14,755   $60   $501   $442   $271   $17,265 
Provision for loan losses   (272)   (395)   10    (130)   23    (61)   (825)
Charge-offs   (94)   (452)   -    -    (98)   (57)   (701)
Recoveries   38    76    -    4    29    61    208 
Total ending allowance balance  $908   $13,984   $70   $375   $396   $214   $15,947 

 

15
 

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

Three Months Ended                            
June 30, 2012      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Beginning Balance  $1,723   $13,628   $103   $882   $643   $350   $17,329 
Provision for loan losses   (255)   1,189    (14)   (34)   23    6    915 
Allowance associated with probable branch divestitures   (25)   (581)   -    (14)   (62)   -    (682)
Charge-offs   -    (2,191)   -    (31)   (102)   (55)   (2,379)
Recoveries   40    35    -    -    23    19    117 
Total ending allowance balance  $1,483   $12,080   $89   $803   $525   $320   $15,300 

 

Six Months Ended                            
June 30, 2012      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Beginning Balance  $1,422   $13,727   $103   $922   $610   $397   $17,181 
Provision for loan losses   222    1,687    (14)   (52)   98    (14)   1,927 
Allowance associated with probable branch divestitures   (25)   (581)   -    (6)   (57)   -    (669)
Charge-offs   (187)   (2,804)   -    (62)   (176)   (99)   (3,328)
Recoveries   51    51    -    1    50    36    189 
Total ending allowance balance  $1,483   $12,080   $89   $803   $525   $320   $15,300 

  

We did not implement any changes to our allowance related accounting policies or methodology during the current period.

 

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on the impairment method as of June 30, 2013 and 2012 and December 31, 2012:

 

June 30, 2013      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Ending allowance balance attributable to loans:                                   
Individually evaluated for impairment  $184   $6,851   $-   $31   $81   $-   $7,147 
Collectively evaluated for impairment   724    7,133    70    344    315    214    8,800 
                                    
Total ending allowance balance  $908   $13,984   $70   $375   $396   $214   $15,947 
                                    
Loans:                                   
Loans individually evaluated for impairment  $1,213   $35,284   $447   $3,418   $664   $-   $41,026 
Loans collectively evaluated for impairment   15,817    265,190    2,907    98,863    53,785    13,087    449,649 
                                    
Total ending loans balance  $17,030   $300,474   $3,354   $102,281   $54,449   $13,087   $490,675 

 

December 31, 2012      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Ending allowance balance attributable to loans:                                   
Individually evaluated for impairment  $252   $7,593   $-   $86   $51   $-   $7,982 
Collectively evaluated for impairment   984    7,162    60    415    391    271    9,283 
                                    
Total ending allowance balance  $1,236   $14,755   $60   $501   $442   $271   $17,265 
                                    
Loans:                                   
Loans individually evaluated for impairment  $1,071   $43,065   $448   $213   $188   $-   $44,985 
Loans collectively evaluated for impairment   18,860    274,679    2,693    109,812    57,700    16,211    479,955 
                                    
Total ending loans balance  $19,931   $317,744   $3,141   $110,025   $57,888   $16,211   $524,940 

 

16
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

June 30, 2012      Commercial   Real Estate   Residential   Consumer &   Indirect     
   Commercial   Real Estate   Construction   Mortgage   Home Equity   Consumer   Total 
(Dollars in thousands)                            
Allowance for loan losses:                                   
Ending allowance balance attributable to loans:                                   
Individually evaluated for impairment  $332   $4,609    -   $383   $126   $6   $5,456 
Collectively evaluated for impairment   1,151    7,471    89    420    399    314    9,844 
Loans held for sale   -    -    -    -    -    -    - 
                                    
Total ending allowance balance  $1,483   $12,080    89   $803   $525   $320   $15,300 
                                    
Loans:                                   
Loans individually evaluated for impairment  $1,396   $56,493   $-   $1,098   $302   $38   $59,327 
Loans collectively evaluated for impairment   23,469    325,322    3,950    142,175    63,895    19,462    578,273 
Loans held for sale   (2,520)   (58,767)   -    (29,232)   (10,806)   -    (101,325)
                                    
Total ending loans balance  $22,345   $323,048   $3,950   $114,041   $53,391   $19,500   $536,275 

 

The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2013 and 2012 and December 31, 2012. The difference between the unpaid principal balance and recorded investment represents partial write downs/charge offs taken on individual impaired credits. The recorded investment and average recorded investment in loans exclude accrued interest receivable and loan origination fees.

 

               Three Months Ended   Six Months Ended 
               June 30, 2013   June 30, 2013 
June 30, 2013  Unpaid       Allowance for   Average   Interest   Cash Basis   Average   Interest   Cash Basis 
   Principal   Recorded   Loan Losses   Recorded   Income   Interest   Recorded   Income   Interest 
(Dollars in thousands)  Balance   Investment   Allocated   Investment   Recognized   Recognized   Investment   Recognized   Recognized 
                                     
With no related allowance recorded:                                             
Commercial  $1,234   $1,028   $-   $850   $6   $6   $763   $10   $10 
Commercial Real Estate:                                             
Land Development   2,336    2,311    -    2,716    33    33    3,435    84    84 
Building Lots   477    212    -    212    -    -    212    -    - 
Other   10,502    9,433    -    9,336    99    99    11,575    239    239 
Real Estate Construction   540    447    -    449    -    -    448    -    - 
Residential Mortgage   2,941    2,941    -    1,691    6    6    3,162    53    53 
Consumer and Home Equity   395    395    -    210    1    1    407    7    7 
Indirect Consumer   -    -    -    -    -    -    -    -    - 
                                              
With an allowance recorded:                                             
Commercial   185    185    184    189    1    1    287    4    4 
Commercial Real Estate:                                             
Land Development   2,930    2,930    961    2,802    35    35    2,759    67    67 
Building Lots   -    -    -    -    -    -    -    -    - 
Other   22,609    20,398    5,890    20,350    215    215    19,984    412    412 
Real Estate Construction   -    -    -    -    -    -    -    -    - 
Residential Mortgage   477    477    31    399    2    2    337    6    6 
Consumer and Home Equity   269    269    81    312    1    1    271    5    5 
Indirect Consumer   -    -    -    -    -    -    -    -    - 
                                              
Total  $44,895   $41,026   $7,147   $39,516   $399   $399   $43,640   $887   $887 

 

17
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

December 31, 2012  Unpaid       Allowance for   Average   Interest   Cash Basis 
   Principal   Recorded   Loan Losses   Recorded   Income   Interest 
(Dollars in thousands)  Balance   Investment   Allocated   Investment   Recognized   Recognized 
                         
With no related allowance recorded:                              
Commercial  $588   $588   $-   $1,070   $39   $39 
Commercial Real Estate:                              
Land Development   5,595    4,873    -    5,728    237    237 
Building Lots   477    212    -    810    14    14 
Other   21,673    16,052    -    24,961    961    961 
Real Estate Construction   448    448    -    90    -    - 
Residential Mortgage   -    -    -    -    -    - 
Consumer and Home Equity   -    -    -    -    -    - 
Indirect Consumer   -    -    -    -    -    - 
                               
With an allowance recorded:                              
Commercial   483    483    252    564    21    21 
Commercial Real Estate:                              
Land Development   2,674    2,674    899    2,436    101    101 
Building Lots   -    -    -    191    3    3 
Other   19,254    19,254    6,694    20,075    772    772 
Real Estate Construction   -    -    -    -    -    - 
Residential Mortgage   213    213    86    1,191    24    24 
Consumer and Home Equity   188    188    51    260    6    6 
Indirect Consumer   -    -    -    54    1    1 
                               
Total  $51,593   $44,985   $7,982   $57,430   $2,179   $2,179 

 

               Three Months Ended   Six Months Ended 
               June 30, 2012   June 30, 2012 
June 30, 2012  Unpaid       Allowance for   Average   Interest   Cash Basis   Average   Interest   Cash Basis 
   Principal   Recorded   Loan Losses   Recorded   Income   Interest   Recorded   Income   Interest 
(Dollars in thousands)  Balance   Investment   Allocated   Investment   Recognized   Recognized   Investment   Recognized   Recognized 
                                     
With no related allowance recorded:                                             
Commercial  $1,111   $991   $-   $944   $8   $8   $1,347   $27   $27 
Commercial Real Estate:                                             
Land Development   11,532    5,771    -    5,176    46    46    5,825    108    108 
Building Lots   1,061    1,030    -    924    6    6    1,051    8    8 
Other   32,183    28,726    -    30,254    280    280    30,948    586    586 
Real Estate Construction   -    -    -    -    -    -    -    -    - 
Residential Mortgage   -    -    -    -    -    -    -    -    - 
Consumer and Home Equity   -    -    -    -    -    -    -    -    - 
Indirect Consumer   -    -    -    -    -    -    -    -    - 
                                              
With an allowance recorded:                                             
Commercial   407    405    332    477    4    4    676    13    13 
Commercial Real Estate:                                             
Land Development   786    740    190    2,303    21    21    2,519    46    46 
Building Lots   -    -    -    238    2    2    318    3    3 
Other   20,226    20,226    4,419    15,576    144    144    16,101    305    305 
Real Estate Construction   -    -    -    -    -    -    -    -    - 
Residential Mortgage   1,219    1,098    383    1,485    13    13    1,550    23    23 
Consumer and Home Equity   324    302    126    332    3    3    285    3    3 
Indirect Consumer   38    38    6    46    -    -    71    -    - 
                                              
Total  $68,887   $59,327   $5,456   $57,755   $527   $527   $60,691   $1,122   $1,122 

 

18
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

The following tables present the recorded investment in restructured, nonaccrual and loans past due over 90 days still on accrual by class of loans as of June 30, 2013 and December 31, 2012.

 

           Loans Past Due     
June 30, 2013          Over 90 Days   Non-Accrual 
   Restructured on   Restructured on   Still   Excluding 
(Dollars in thousands)  Non-Accrual Status   Accrual Status   Accruing   Restructured 
                 
Commercial  $-   $199   $-   $481 
Commercial Real Estate:                    
Land Development   -    2,733    -    302 
Building Lots   -    -    -    212 
Other   8,530    22,153    -    6,056 
Real Estate Construction   -    -    -    447 
Residential Mortgage   109    192    -    1,383 
Consumer and Home Equity   -    99    -    314 
Indirect Consumer   -    -    -    20 
                     
Total  $8,639   $25,376   $-   $9,215 

 

           Loans Past Due     
December 31, 2012          Over 90 Days   Non-Accrual 
   Restructured on   Restructured on   Still   Excluding 
(Dollars in thousands)  Non-Accrual Status   Accrual Status   Accruing   Restructured 
                 
Commercial  $31   $221   $-   $562 
Commercial Real Estate:                    
Land Development   675    3,053    -    695 
Building Lots   -    170    -    212 
Other   9,047    19,080    -    8,908 
Real Estate Construction   -    -    -    448 
Residential Mortgage   -    303    -    827 
Consumer and Home Equity   -    24    -    37 
Indirect Consumer   -    -    -    13 
                     
Total  $9,753   $22,851   $-   $11,702 

 

The following table presents the aging of the recorded investment in past due loans as of June 30, 2013 and December 31, 2012 by class of loans:

 

June 30, 2013  30-59   60-89   Greater than             
   Days   Days   90 Days   Total   Loans Not     
(Dollars in thousands)  Past Due   Past Due   Past Due   Past Due   Past Due   Total 
                         
Commercial  $73   $-   $481   $554   $16,476   $17,030 
Commercial Real Estate:                              
Land Development   -    -    302    302    23,434    23,736 
Building Lots   -    -    212    212    1,663    1,875 
Other   179    150    14,586    14,915    259,948    274,863 
Real Estate Construction   -    -    447    447    2,907    3,354 
Residential Mortgage   367    615    1,492    2,474    99,807    102,281 
Consumer and Home Equity   131    11    314    456    53,993    54,449 
Indirect Consumer   223    28    20    271    12,816    13,087 
                               
Total  $973   $804   $17,854   $19,631   $471,044   $490,675 

 

December 31, 2012  30-59   60-89   Greater than             
   Days   Days   90 Days   Total   Loans Not     
(Dollars in thousands)  Past Due   Past Due   Past Due   Past Due   Past Due   Total 
                         
Commercial  $-   $95   $562   $657   $19,274   $19,931 
Commercial Real Estate:                              
Land Development   361    -    1,228    1,589    26,721    28,310 
Building Lots   -    -    212    212    1,939    2,151 
Other   1,264    1,239    13,001    15,504    271,779    287,283 
Real Estate Construction   -    -    448    448    2,693    3,141 
Residential Mortgage   3,588    995    827    5,410    104,615    110,025 
Consumer and Home Equity   351    255    45    651    57,237    57,888 
Indirect Consumer   246    130    13    389    15,822    16,211 
                               
Total  $5,810   $2,714   $16,336   $24,860   $500,080   $524,940 

 

19
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

Troubled Debt Restructurings (TDR):

 

We have allocated $2.7 million and $3.1 million of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of June 30, 2013 and December 31, 2012. We are not committed to lend additional funds to debtors whose loans have been modified in a troubled debt restructuring. Specific reserves are generally assessed prior to loans being modified as a TDR, as most of these loans migrate from our internal watch list and have been specifically reserved for as part of our normal reserving methodology.

 

During the quarter and six month periods ending June 30, 2013 and June 30, 2012, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.

 

Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from six months to one year. Modifications involving an extension of the maturity date were for periods ranging from three to six months.

 

The following tables present loans by class modified as troubled debt restructurings that occurred during the periods ending June 30, 2013 and 2012:

 

   Three Months Ended   Three Months Ended 
   June 30, 2013   June 30, 2012 
       Pre-Modification   Post-Modification       Pre-Modification   Post-Modification 
       Outstanding   Outstanding       Outstanding   Outstanding 
   Number   Recorded   Recorded   Number   Recorded   Recorded 
(Dollars in thousands)  of Loans   Investment   Investment   of Loans   Investment   Investment 
                         
Troubled Debt Restructurings:                              
Commercial   -   $-   $-    -   $-   $- 
Commercial Real Estate:                              
Land Development   -    -    -    1    2,853    2,853 
Building Lots   -    -    -    2    613    613 
Other   2    1,392    1,392    3    1,088    1,088 
Real Estate Construction   -    -    -    -    -    - 
Residential Mortgage   -    -    -    -    -    - 
Consumer and Home Equity   1    53    53    -    -    - 
Indirect Consumer   -    -    -    -    -    - 
                               
Total   3   $1,445   $1,445    6   $4,554   $4,554 

 

   Six Months Ended   Six Months Ended 
   June 30, 2013   June 30, 2012 
       Pre-Modification   Post-Modification       Pre-Modification   Post-Modification 
       Outstanding   Outstanding       Outstanding   Outstanding 
   Number   Recorded   Recorded   Number   Recorded   Recorded 
(Dollars in thousands)  of Loans   Investment   Investment   of Loans   Investment   Investment 
                         
Troubled Debt Restructurings:                              
Commercial   -   $-   $-    1   $1,094   $1,094 
Commercial Real Estate:                              
Land Development   -    -    -    3    4,251    4,110 
Building Lots   -    -    -    2    613    613 
Other   5    3,534    3,534    5    1,139    1,139 
Real Estate Construction   -    -    -    -    -    - 
Residential Mortgage   -    -    -    -    -    - 
Consumer and Home Equity   2    76    76    -    -    - 
Indirect Consumer   -    -    -    -    -    - 
                               
Total   7   $3,610   $3,610    11   $7,097   $6,956 

 

20
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

The troubled debt restructurings described above resulted in a reversal of provision for loan losses allocated to troubled debt restructurings of $11,000 and $164,000 for the three and six months ended June 30, 2013. The troubled debt restructurings described above increased the allowance for loan losses allocated to troubled debt restructurings by $67,000 and $256,000 for the three and six months ended June 30, 2012. Typically, these loans had allocated allowance prior to their formal modification. The troubled debt restructurings described above resulted in charge-offs of $141,000 for the three and six month periods ended June 3, 2012. There were no charge-offs recorded on the troubled debt restructurings described above for the 2013 periods.

 

The following tables present loans by class modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the periods ending June 30, 2013 and 2012:

 

   Three Months Ended   Three Months Ended 
   June 30, 2013   June 30, 2012 
   Number   Recorded   Number   Recorded 
(Dollars in thousands)  of Loans   Investment   of Loans   Investment 
                 
Troubled Debt Restructurings:                    
Commercial   -   $-    -   $- 
Commercial Real Estate:                    
Land Development   -    -    1    533 
Building Lots   -    -    -    - 
Other   -    -    1    10,068 
Real Estate Construction   -    -    -    - 
Residential Mortgage   -    -    -    - 
Consumer and Home Equity   -    -    -    - 
Indirect Consumer   -    -    -    - 
                     
Total   -   $-    2   $10,601 

 

   Six Months Ended   Six Months Ended 
   June 30, 2013   June 30, 2012 
   Number   Recorded   Number   Recorded 
(Dollars in thousands)  of Loans   Investment   of Loans   Investment 
                 
Troubled Debt Restructurings:                    
Commercial   -   $-    -   $- 
Commercial Real Estate:                    
Land Development   -    -    2    3,386 
Building Lots   -    -    -    - 
Other   -    -    1    10,068 
Real Estate Construction   -    -    -    - 
Residential Mortgage   -    -    -    - 
Consumer and Home Equity   -    -    -    - 
Indirect Consumer   -    -    -    - 
                     
Total   -   $-    3   $13,454 

 

For disclosure purposes, a loan is considered to be in payment default once it is 90 days contractually past due under the modified terms. The troubled debt restructurings that subsequently defaulted described above increased the allowance for loan losses by $309,000 for the three and six months ended June 30, 2012. The troubled debt restructurings described above resulted in charge-offs of $141,000 for the three and six month periods ended June 30, 2012.

 

21
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

Credit Quality Indicators:

 

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans as to credit risk. This analysis includes commercial and commercial real estate loans. We also evaluate credit quality on residential mortgage, consumer and home equity and indirect consumer loans based on the aging status and payment activity of the loan. This analysis is performed on a monthly basis. We use the following definitions for risk ratings:

 

Criticized: Loans classified as criticized have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in our credit position at some future date.

 

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

Loss: Loans classified as loss are considered non-collectible and their continuance as bankable assets is not warranted.

 

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are included in groups of homogeneous loans. For our residential mortgage, consumer and home equity, and indirect consumer homogeneous loans, we also evaluate credit quality based on the aging status of the loan, which was previously presented, and by payment activity.

 

As of June 30, 2013and December 31, 2012, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

  

June 30, 2013                            
(Dollars in thousands)  Not Rated   Pass   Criticized   Substandard   Doubtful   Loss   Total 
                             
Commercial  $-   $15,606   $211   $1,213   $-   $-   $17,030 
Commercial Real Estate:                                   
Land Development   -    15,973    2,522    5,241    -    -    23,736 
Building Lots   -    1,194    469    212    -    -    1,875 
Other   -    221,281    23,710    29,872    -    -    274,863 
Real Estate Construction   -    2,907    -    447    -    -    3,354 
Residential Mortgage   98,016    -    848    3,417    -    -    102,281 
Consumer and Home Equity   53,593    -    59    797    -    -    54,449 
Indirect Consumer   12,957    -    73    57    -    -    13,087 
                                    
Total  $164,566   $256,961   $27,892   $41,256   $-   $-   $490,675 

 

December 31, 2012                            
(Dollars in thousands)  Not Rated   Pass   Criticized   Substandard   Doubtful   Loss   Total 
                             
Commercial  $-   $16,736   $2,000   $1,195   $-   $-   $19,931 
Commercial Real Estate:                                   
Land Development   -    17,744    3,059    7,507    -    -    28,310 
Building Lots   -    1,447    492    212    -    -    2,151 
Other   -    233,261    18,297    35,725    -    -    287,283 
Real Estate Construction   -    2,693    -    448    -    -    3,141 
Residential Mortgage   105,148    -    442    4,435    -    -    110,025 
Consumer and Home Equity   56,593    -    569    726    -    -    57,888 
Indirect Consumer   16,129    -    10    72    -    -    16,211 
                                    
Total  $177,870   $271,881   $24,869   $50,320   $-   $-   $524,940 

 

22
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

4.LOANS – (Continued)

 

The following table presents the unpaid principal balance in residential mortgage, consumer and home equity and indirect consumer loans based on payment activity as of June 30, 2013 and December 31, 2012:

 

June 30, 2013  Residential   Consumer &   Indirect 
(Dollars in thousands)  Mortgage   Home Equity   Consumer 
             
Performing  $100,789   $54,135   $13,067 
Restructured on non-accrual   109    -    - 
Non-accrual   1,383    314    20 
                
Total  $102,281   $54,449   $13,087 

 

December 31, 2012  Residential   Consumer &   Indirect 
(Dollars in thousands)  Mortgage   Home Equity   Consumer 
             
Performing  $109,198   $57,851   $16,198 
Restructured on non-accrual   -    -    - 
Non-accrual   827    37    13 
                
Total  $110,025   $57,888   $16,211 

 

5.REAL ESTATE ACQUIRED THROUGH FORECLOSURE

 

A summary of the real estate acquired through foreclosure activity is as follows:

 

   June 30,   December 31, 
(Dollars in thousands)  2013   2012 
         
Beginning balance  $22,286   $29,083 
Additions   1,951    18,100 
Sales   (8,577)   (19,250)
Writedowns   (1,270)   (5,147)
Change in valuation allowance   (221)   (500)
Ending balance  $14,169   $22,286 

 

A summary of the real estate acquired through foreclosure valuation allowance activity is as follows:

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2013   2012   2013   2012 
(Dollars in thousands)                
                 
Beginning balance   $972   $-   $500   $- 
Provision   532    -    1,592    - 
Writedowns and loss on sale   (783)   -    (1,371)   - 
Ending balance   $721   $-   $721   $- 

 

Real estate acquired through foreclosure expense which consists primarily of property management expenses was $524,000 and $2.3 million for the three months ended June 30, 2013 and 2012, and $818,000 and $2.7 million for the six months ended June 30, 2013 and 2012, respectively.

 

23
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

6.INCOME TAXES

 

A full valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. In assessing the need for a full valuation allowance, we considered various factors including our four year cumulative loss position, the level of our non-performing assets, our inability to meet our forecasted levels of assets and operating results in 2013, 2012 and 2011 and our non-compliance with the capital requirements of our Consent Order. Based on this assessment, we concluded that a valuation allowance was necessary at June 30, 2013 and December 31, 2012.

 

7.EARNINGS (LOSS) PER SHARE

 

The reconciliation of the numerators and denominators of the basic and diluted EPS is as follows:

 

   Three Months Ended   Six Months Ended 
(Amounts in thousands,  June 30,   June 30, 
except per share data)  2013   2012   2013   2012 
                 
Basic:                    
Net income/(loss)  $(1,126)  $(4,139)  $(1,004)  $(4,429)
Less:                    
Preferred stock dividends   (250)   (250)   (500)   (500)
Accretion on preferred stock discount   (13)   (13)   (27)   (27)
Net income (loss) available to common shareholders  $(1,389)  $(4,402)  $(1,531)  $(4,956)
Weighted average common shares   4,806    4,767    4,797    4,764 
                     
Diluted:                    
Weighted average common shares   4,806    4,767    4,797    4,764 
Dilutive effect of stock options and warrants   -    -    -    - 
Weighted average common and incremental shares   4,806    4,767    4,797    4,764 
                     
Earnings (Loss) Per Common Share:                    
Basic  $(0.29)  $(0.92)  $(0.32)  $(1.04)
Diluted  $(0.29)  $(0.92)  $(0.32)  $(1.04)

 

Since the Corporation is reporting a net loss available to common shareholders for all periods presented, no stock options or warrants were evaluated for dilutive purposes.

 

8.STOCK BASED COMPENSATION PLAN

 

Our 2006 Stock Option and Incentive Compensation Plan, which is stockholder approved, authorizes us to grant restricted stock and incentive or non-qualified stock options to key employees and directors for a total of 763,935 shares of our common stock. We believe that the ability to award stock options and other forms of stock-based incentive compensation can assist us in attracting and retaining key employees. Stock-based incentive compensation is also a means to align the interests of key employees with those of our stockholders by providing awards intended to reward recipients for our long-term growth. Options to purchase shares generally vest over periods of one to five years and expire ten years after the date of grant. We issue new shares of common stock upon the exercise of stock options. If options or awards granted under the 2006 Plan expire or terminate for any reason without having been exercised in full or released from restriction, the corresponding shares shall again be available for option or award for the purposes of the Plan. At June 30, 2013, options and restricted stock available for future grant under the 2006 Plan totaled 54,240.

  

Stock Options – The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses various weighted-average assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on the fluctuation in the price of a share of stock over the period for which the option is being valued and the expected life of the options granted represents the period of time the options are expected to be outstanding.

 

24
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

8.STOCK BASED COMPENSATION PLAN – (Continued)

 

The weighted-average assumptions for options granted during the six months ended June 30, 2013 and the resulting estimated weighted average fair value per share is presented below.

 

   June 30, 
   2013 
Assumptions:     
Risk-free interest rate   1.90%
Expected dividend yield   -%
Expected life (years)   10 
Expected common stock     
market price volatility   64%
Estimated fair value per share  $1.82 

 

A summary of option activity under the 2006 Plan for the period ended June 30, 2013 is presented below:

 

           Weighted     
       Weighted   Average     
   Number   Average   Remaining   Aggregate 
   of   Exercise   Contractual   Intrinsic 
   Options   Price   Term   Value 
               (Dollars In Thousands) 
Outstanding, beginning of period   392,740   $9.16           
Granted during period   118,000    2.52           
Forfeited during period   (9,550)   4.51           
Exercised during period   -    -           
Outstanding, end of period   501,190   $7.68   7.0   $312 
                     
Eligible for exercise at period end   200,688   $14.28   4.7   $42 

 

There were no options exercised, modified or settled in cash during the periods ended June 30, 2013 and 2012. Management expects all outstanding unvested options will vest.

 

Compensation cost related to options granted under the 2006 Plan that was charged against earnings for the periods ended June 30, 2013 and 2012 was $73,000 and $55,000. As of June 30, 2013 there was $427,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2006 Plan. That cost is expected to be recognized over a weighted-average period of 3.5 years.

 

Restricted Stock – On June 28, 2013, we granted 20,500 shares of restricted common stock at the current market price of $3.39. The restricted stock will vest over a five year period and will become fully vested on June 28, 2018, provided that the recipient has continued to perform substantial services for the Bank through that date. Any dividends declared on the restricted stock prior to vesting will be retained and paid only on the date of vesting. The transfer restrictions will expire upon the occurrence of a change of control event or upon the recipient’s death or disability. On the same date, we entered into an agreement with the recipient of the newly issued restricted stock to terminate 17,250 unvested shares of long-term restricted stock that had been awarded to him on February 7, 2013. Upon the sale of our Senior Preferred Shares by the U.S. Treasury on April 29, 2013 at a discount to face amount, the 17,250 shares had become subject to permanent restrictions on transfer by the holder, who elected to terminate the shares.

 

On September 19, 2012 our board of directors adopted the 2012 Non-Employee Director Equity Compensation Program (the “Director Program”). The Director Program enables us to compensate non-employee directors for their service with stock awards. We currently do not pay cash compensation to non-employee directors pursuant to agreements with bank regulatory agencies. The board has reserved 200,000 of the shares authorized for issuance under our shareholder approved 2006 Stock Option and Incentive Compensation Plan for stock awards under the Director Program.

 

25
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

8.STOCK BASED COMPENSATION PLAN – (Continued)

 

The Director Program provides that each non-employee director elected or continuing in office on the date of each annual meeting of the Corporation’s shareholders will automatically receive an award of restricted stock on that date having a value of $30,000, based on the closing sale price per share of the Corporation’s common stock on the award date, rounded up to the next whole number. Accordingly, on May 15, 2013, the Company’s eight non-employee directors each received an award of 9,934 restricted shares, or 79,472 shares in total, that vest at the close of business on the day immediately preceding the date of the 2014 annual meeting of the Corporation’s shareholders, provided that the recipient has continued to serve as a member of the Board as of the date of vesting. The recipient may not transfer, pledge or dispose of the restricted stock until the close of business on the day immediately preceding the first anniversary of the award date. The transfer restrictions will also expire upon the occurrence of a Change of Control, as defined in the Plan, or upon the recipient’s death or disability. If a director ceases to serve as a member of the board for any reason, that director will automatically forfeit any unvested shares subject to an award. Any dividends declared on the restricted stock prior to vesting will be retained and paid only on the date the transfer restrictions expire.

 

A summary of changes in our non-vested restricted shares for the six months ended June 30, 2013 is presented below:

 

       Weighted 
       Average 
   Non-vested   Grant Date 
   Shares   Fair Value 
         
Outstanding, beginning of period    32,964   $3.64 
Granted during period    122,972    3.05 
Vested during period    (55,132)   3.38 
Terminated during period    (17,250)   2.84 
Forfeited during period    -    - 
Outstanding, end of period    83,554   $3.10 

 

Compensation cost related to restricted stock granted under the 2006 Plan that was charged against earnings for the periods ended June 30, 2013 and 2012 was $187,000 and $37,000, respectively. As of June 30, 2013 there was $259,000 of total unrecognized compensation cost related to non-vested shares granted under the Plan. That cost is expected to be recognized over the remaining vesting period of 2.0 years.

 

26
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE

 

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

We used the following methods and significant assumptions to estimate the fair value.

 

Available-for-sale securities: For securities where quoted prices are not available, fair values are calculated on market prices of similar securities or determined by a 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).

 

Impaired Loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the allowance for loan losses. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Once a loan is considered impaired, it is evaluated by a member of the Credit Department on at least a quarterly basis for additional impairment and adjusted accordingly.

 

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

 

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by us. Once received, a member of the Credit Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with via independent data sources such as recent market data or industry-wide statistics.

 

27
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

Assets measured at fair value on a recurring basis are summarized below: There were no transfers between Level 1 and Level 2 during the periods presented.

 

       Quoted Prices in         
       Active Markets for   Significant Other   Significant 
   June 30,   Identical Assets   Observable Inputs   Unobservable Inputs 
(Dollars in thousands)  2013   (Level 1)   (Level 2)   (Level 3) 
                 
Assets:                      
Government-sponsored mortgage-backed residential  $129,346   $-   $129,346   $- 
Government-sponsored collateralized mortgage obligations   82,937    -    82,937    - 
Asset backed-collateralized loan obligations   24,415    -    24,415    - 
State and municipal   15,222    -    15,222    - 
Corporate bonds   57,212    -    57,212    - 
                     
Total  $309,132   $-   $309,132   $- 

 

       Quoted Prices in         
       Active Markets for   Significant Other   Significant 
   December 31,   Identical Assets   Observable Inputs   Unobservable Inputs 
(Dollars in thousands)  2012   (Level 1)   (Level 2)   (Level 3) 
                 
Assets:                    
U.S. Treasury and agencies  $8,278   $-   $8,278   $- 
Government-sponsored mortgage-backed residential   144,889    -    144,889    - 
Government-sponsored collateralized mortgage obligations   150,147    -    150,147    - 
Private asset backed   5,132    -    5,132    - 
State and municipal   12,718    -    12,718    - 
Corporate bonds   32,967    -    32,967    - 
                     
Total  $354,131   $-   $354,131   $- 

 

We conduct a thorough review of fair value hierarchy classifications on a quarterly basis. Reclassification of certain financial instruments may occur when input observability changes.

 

The table below presents a reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the periods ended June 30, 2012. The level 3 assets consist of trust preferred securities which were called or sold in the fourth quarter of 2012. We did not have any Level 3 assets measured at fair value on a recurring basis at June 30, 2013.

 

   Fair Value Measurements   Fair Value Measurements 
   Using Significant   Using Significant 
   Unobservable Inputs   Unobservable Inputs 
   (Level 3)   (Level 3) 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
(Dollars in thousands)  2012   2012 
         
Beginning balance  $268   $264 
Total gains or losses:          
Impairment charges on securities   -    - 
Included in other comprehensive income   (2)   2 
Purchases   -    - 
Sales or calls   -    - 
Settlements   -    - 
Transfers in and/or out of Level 3   -    - 
Ending balance  $266   $266 

 

28
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

There were no changes in unrealized gains and losses recorded in earnings for the quarter and six months ended June 30, 2013 for Level 3 assets and liabilities that are still held at June 30, 2013.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

Assets measured at fair value on a nonrecurring basis are summarized below:

 

       Quoted Prices in         
       Active Markets for   Significant Other   Significant 
   June 30,   Identical Assets   Observable Inputs   Unobservable Inputs 
(Dollars in thousands)  2013   (Level 1)   (Level 2)   (Level 3) 
                 
Assets:                    
Impaired loans:                    
Commercial  $1   $-   $-   $1 
Commercial Real Estate:                    
Land Development   1,969    -    -    1,969 
Other   14,508    -    -    14,508 
Residential Mortgage   446    -    -    446 
Consumer and Home Equity   188    -    -    188 
Real estate acquired through foreclosure:                    
Commercial Real Estate:                    
Land Development   980    -    -    980 
Other   5,672    -    -    5,672 

 

       Quoted Prices in         
       Active Markets for   Significant Other   Significant 
   December 31,   Identical Assets   Observable Inputs   Unobservable Inputs 
(Dollars in thousands)  2012   (Level 1)   (Level 2)   (Level 3) 
                 
Assets:                    
Impaired loans:                    
Commercial  $231   $-   $-   $231 
Commercial Real Estate:                    
Land Development   1,775    -    -    1,775 
Other   12,560    -    -    12,560 
Residential Mortgage   127    -    -    127 
Consumer and Home Equity   137    -    -    137 
Real estate acquired through foreclosure:                    
Commercial Real Estate:                    
Land Development   2,459    -    -    2,459 
Building Lots   2,220    -    -    2,220 
Other   8,350    -    -    8,350 
Residential Mortgage   224    -    -    224 

 

29
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $24.2 million, with a valuation allowance of $7.1 million, resulting in an additional provision for loan losses of $737,000 and a reversal of provision for loan losses of $342,000 and for the quarter and six months ended June 30, 2013. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $22.8 million, with a valuation allowance of $5.5 million, resulting in an additional provision for loan losses of $1.4 million and $1.7 million for the three and six months ended June 30, 2012. Values for collateral dependent loans are generally based on appraisals obtained from licensed real estate appraisers and in certain circumstances consideration of offers obtained to purchase properties prior to foreclosure. Appraisals for commercial real estate generally use three methods to derive value: cost, sales or market comparison and income approach. The cost method bases value on the estimated cost to replace the current property after considering adjustments for depreciation. Values of the market comparison approach evaluate the sales price of similar properties in the same market area. The income approach considers net operating income generated by the property and an investors required return. The final value is a reconciliation of these three approaches and takes into consideration any other factors management deems relevant to arrive at a representative fair value.

 

Real estate owned acquired through foreclosure is recorded at fair value less estimated selling costs at the date of foreclosure. Fair value is based on the appraised market value of the property. Many of the appraisals utilize an income approach, such as the discounted cash flow method, to estimate future income and profits or cash flows.  Appraisals may also utilize a single valuation approach or a combination of approaches including a market comparison approach, where prices and other relevant information generated by market transactions involving identical or comparable properties are used to determine fair value.  The fair value may be subsequently reduced if the estimated fair value declines below the original appraised value. Fair value adjustments of $400,000 and $1.5 million were made to real estate owned during the quarter and six months ended June 30, 2013. Fair value adjustments of $1.9 million and $3.5 million were made to real estate owned during the quarter and six months ended June 30, 2012.

 

30
 

 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

The following table presents quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2013.

 

   Fair   Valuation  Unobservable  Range (Weighted  
(Dollars in thousands)  Value   Technique(s)  Input(s)  Average)  
                
Impaired loans:                
Commercial  $1   Market value approach  Adjustment for receivables  0.00% (1)  
           and inventory discounts     
Commercial Real Estate:                
Land Development   1,301   Income approach  Discount or capitalization rate  25.00% (1)  
    668   Sales comparison approach  Adjustment for differences  3.39% (1)  
           between comparable sales     
                 
Other   13,264   Income approach  Discount or capitalization rate  8.50%-11.00% (9.19%)  
    1,244   Sales comparison approach  Adjustment for differences  10.00%-21.87% (19.69%)  
           between comparable sales     
                 
Residential Mortgage   446   Sales comparison approach  Adjustment for differences  0.00%-3.87% (1.06%)  
           between comparable sales     
                 
Consumer and Home Equity   188   Sales comparison approach  Adjustment for differences  0.00%-2.25% (1.82%)  
           between comparable sales     
                 
Real estate acquired through foreclosure:                
Commercial Real Estate:                
Land Development   312   Income approach  Discount or capitalization rate  8.50%-17.50% (11.24%)  
    668   Sales comparison approach  Adjustment for differences  25.00% (1)  
           between comparable sales     
                 
Other   5,006   Income approach  Discount or capitalization rate  8.50%-10.50% (8.91%)  
    666   Sales comparison approach  Adjustment for differences  2.75%-9.00% (4.26%)  
           between comparable sales     

 

 

(1) Unobservable inputs with a single discount listed include only one property.

 

31
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

Fair Value of Financial Instruments

 

The estimated fair value of financial instruments, not previously presented, is as follows:

 

       June 30, 2013 
(Dollars in thousands)  Carrying   Fair Value Measurements 
   Value   Total   Level 1   Level 2   Level 3 
Financial assets:                         
Cash and due from banks  $27,925   $27,925   $6,069   $21,856   $- 
Mortgage loans held for sale   3,595    3,654    -    3,654    - 
Loans, net   457,527    460,246    -    -    460,246 
Accrued interest receivable   2,390    2,390    -    -    2,390 
FHLB stock   4,430    N/A    N/A    N/A    N/A 
                          
Financial liabilities:                         
Deposits   798,377    760,870    -    760,870    - 
Advances from Federal Home Loan Bank   22,526    23,249    -    23,249    - 
Subordinated debentures   18,000    12,222    -    -    12,222 
Accrued interest payable   3,798    3,798    -    3,798    - 

 

       December 31, 2012 
(Dollars in thousands)  Carrying   Fair Value Measurements 
   Value   Total   Level 1   Level 2   Level 3 
Financial assets:                         
Cash and due from banks  $63,103   $63,103   $6,468   $56,635   $- 
Mortgage loans held for sale   3,887    3,967    -    3,967    - 
Loans, net   492,740    493,998    -    -    493,998 
Accrued interest receivable   2,690    2,690    -    -    2,690 
FHLB stock   4,805    N/A    N/A    N/A    N/A 
                          
Financial liabilities:                         
Deposits   922,620    934,637    -    934,637    - 
Advances from Federal Home Loan Bank   12,596    13,944    -    13,944    - 
Subordinated debentures   18,000    12,695    -    -    12,695 
Accrued interest payable   3,121    3,121    -    3,121    - 

 

The methods and assumptions, not previously presented, used to estimate fair values are described below:

 

(a) Cash and due from banks

 

The carrying amount of cash on hand approximates fair value and is classified as a Level 1. The carrying amount of cash due from bank accounts is classified as a Level 2.

 

(b) Mortgage loans held for sale

 

The fair value of mortgage loans held for sale is estimated based upon the binding contracts and quotes from third party investors resulting in a Level 2 classification.

 

(c) Loans, net

 

Fair values of loans are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

 

32
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9.FAIR VALUE - (Continued)

 

(d) FHLB Stock

 

It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.

 

(e) Deposits

 

The carrying amounts of variable rate interest bearing deposits approximate their fair values at the reporting date resulting in a Level 2 classification. Fair values for fixed rate interest bearing deposits are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

 

(f) Advances from Federal Home Loan Bank

 

The fair value of the FHLB advances is obtained from the FHLB and is calculated by discounting contractual cash flow using an estimated interest rate based on the current rates available to us for debt of similar remaining maturities and collateral terms resulting in a Level 2 classification.

 

(g) Subordinated debentures

 

The fair value for subordinated debentures is calculated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 3 classification.

 

(h) Accrued interest receivable/payable

 

The carrying amounts of accrued interest approximate fair value resulting in a Level 2 or Level 3 classification based on the level of the asset or liability with which the accrual is associated.

 

(i) Off-balance Sheet Instruments

 

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 

33
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

10.SUBORDINATED DEBENTURES

 

On October 29, 2010, we exercised our right to defer regularly scheduled interest payments on both issues of junior subordinated notes relating to outstanding trust preferred securities. Together, the junior subordinated notes had an outstanding principal amount of $18 million. We have the right to defer payments of interest for up to 20 consecutive quarterly periods without default or penalty. After such period, we must pay all deferred interest and resume quarterly interest payments or we will be in default. During the deferral period, the statutory trusts, which are wholly owned subsidiaries of First Financial Service Corporation formed to issue the trust preferred securities, will likewise suspend the declaration and payment of dividends on the trust preferred securities. The regular scheduled interest payments will continue to be accrued for payment in the future and reported as an expense for financial statement purposes. As of June 30, 2013, we have deferred a total of eleven quarterly payments and these accrued but unpaid interest payments totaled $3.7 million.

 

11.PREFERRED STOCK

 

On January 9, 2009, we issued $20 million of cumulative perpetual preferred shares, with a liquidation preference of $1,000 per share (the “Senior Preferred Shares”) to the United States Treasury under its Capital Purchase Program (“CPP”). The Senior Preferred Shares constitute Tier 1 capital and rank senior to our common shares. The Senior Preferred Shares pay cumulative dividends quarterly at a rate of 5% per year for the first five years and will reset to a rate of 9% per year on January 9, 2014. The Senior Preferred Shares may be redeemed at any time, subject to prior approval from bank regulatory agencies. We also have the ability to defer dividend payments at any time, at our option.

 

Under the terms of our CPP stock purchase agreement, we also issued the Treasury a warrant to purchase an amount of our common stock equal to 15% of the aggregate amount of the Senior Preferred Shares, or $3 million. The warrant entitles Treasury to purchase 215,983 common shares at a purchase price of $13.89 per share. The initial exercise price for the warrant and the number of shares subject to the warrant were determined by reference to the market price of our common stock calculated on a 20-day trailing average as of December 8, 2008, the date Treasury approved our application. The warrant has a term of 10 years and is potentially dilutive to earnings per share.

 

Effective with the fourth quarter of 2010, we suspended payment of regular quarterly cash dividends on our Senior Preferred Shares. The dividends will continue to be accrued for payment in the future and reported as a preferred dividend requirement that is deducted from income attributable to common shareholders for financial statement purposes. As of June 30, 2013, we have deferred a total of eleven quarterly payments and these accrued but unpaid dividends totaled $3.0 million.

 

Participation in the CPP requires a participating institution to comply with a number of restrictions and provisions, including standards for executive compensation and corporate governance that apply as long as the Senior Preferred Shares are held by Treasury and limitations on share repurchases and the declaration and payment of dividends on common shares. The standard terms of the CPP require that a participating financial institution limit the payment of dividends to the most recent quarterly amount prior to October 14, 2008, which is $0.19 per share in our case. This dividend limitation will remain in effect until the preferred shares are redeemed.

 

On April 29, 2013, Treasury sold our Senior Preferred Shares to six funds who were the winning bidders in an auction.  Following the sale, the full $20 million stated value of our Senior Preferred Shares remains outstanding and our obligation to pay deferred and future dividends, currently at an annual rate of 5% and increasing to 9% in January 2014, continues until our Senior Preferred Shares are fully retired.

 

34
 

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

12.STOCKHOLDERS’ EQUITY

 

Regulatory Capital Requirements – The Corporation and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action.

 

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

 

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined).

 

As a result of the Consent Order the Bank entered into with the FDIC and KDFI described in greater detail in Note 2, the Bank is categorized as a "troubled institution" by bank regulators, which by definition does not permit the Bank to be considered "well-capitalized".

 

On March 9, 2012, the Bank entered into a new Consent Order with the FDIC and KDFI. The 2012 Consent Order requires the Bank to achieve the same minimum capital ratios mandated by the January 2011 Consent Order, which are set forth below. See Note 2 for additional information.

 

Our actual and required capital amounts and ratios are presented below. 

 

(Dollars in thousands)          For Capital 
   Actual   Adequacy Purposes 
As of June 30, 2013:  Amount   Ratio   Amount   Ratio 
Total risk-based capital (to risk- weighted assets)                    
Consolidated  $67,461    11.29%  $47,798    8.00%
Bank   73,840    12.36    47,800    8.00 
Tier I capital (to risk-weighted assets)                    
Consolidated   55,851    9.35    23,899    4.00 
Bank   66,267    11.09    23,900    4.00 
Tier I capital (to average assets)                    
Consolidated   55,851    6.14    36,408    4.00 
Bank   66,267    7.27    36,460    4.00 

 

(Dollars in thousands)          For Capital 
   Actual   Adequacy Purposes 
As of December 31, 2012:  Amount   Ratio   Amount   Ratio 
Total risk-based capital (to risk- weighted assets)                    
Consolidated  $68,791    11.36%  $48,438    8.00%
Bank   73,951    12.21    48,439    8.00 
Tier I capital (to risk-weighted assets)                    
Consolidated   57,471    9.49    24,219    4.00 
Bank   66,256    10.94    24,219    4.00 
Tier I capital (to average assets)                    
Consolidated   57,471    5.67    40,580    4.00 
Bank   66,256    6.53    40,608    4.00 

 

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

12.STOCKHOLDERS’ EQUITY - (Continued)

 

The 2012 Consent Order requires the Bank to achieve the minimum capital ratios presented below.

 

   Actual as of   Ratio Required 
   6/30/2013   by Consent Order 
Total capital to risk-weighted assets   12.36%   12.00%
Tier 1 capital to average total assets   7.27%   9.00%

 

13.CHANGES IN AND RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME

 

Changes in accumulated other comprehensive income by component consists of the following:

 

   Three Months Ended   Six Months Ended 
   June 30, 2013   June 30, 2013 
   Unrealized Gains   Unrealized Gains 
   and Losses on   and Losses on 
   Available-for-Sale   Available-for-Sale 
(Dollars in thousands)  Securities (1)   Securities (1) 
         
Beginning balance  $93   $1,270 
Other comprehensive income (loss) before reclassification   (7,378)   (8,328)
Amounts reclassified from accumulated other comprehensive income   -    (227)
Net other comprehensive income (loss)   (7,378)   (8,555)
Ending balance  $(7,285)  $(7,285)

 

(1) All amounts are net of tax.

 

Reclassifications out of accumulated other comprehensive income consists of the following:

 

Three months ended June 30, 2013       
(Dollars in thousands)       
        
   Amount    
Details about  Reclassified From   Affected Line Item
Accumulated Other  Accumulated Other   in the
Comprehensive  Comprehensive   Consolidated
Income Components  Income   Statement of Operations
        
Unrealized gains and losses on available-for-sale securities  $334   Gain on sale of investments
    (334)  Loss on sale of investments
    -   Total before tax
    -   Income taxes/(benefits)
Total amount reclassified  $-   Net income (loss)

 

Six months ended June 30, 2013       
(Dollars in thousands)       
        
   Amount    
Details about  Reclassified From   Affected Line Item
Accumulated Other  Accumulated Other   in the
Comprehensive  Comprehensive   Consolidated
Income Components  Income   Statement of Operations
        
Unrealized gains and losses on available-for-sale securities  $843   Gain on sale of investments
    (616)  Loss on sale of investments
    227   Total before tax
    -   Income taxes/(benefits)
Total amount reclassified  $227   Net income (loss)

 

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Item 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL

 

We operate 17 full-service banking centers in six contiguous counties in central Kentucky along the Interstate 65 corridor and within the Louisville metropolitan area. Our markets range from Louisville in Jefferson County, Kentucky approximately 40 miles north of our headquarters in Elizabethtown, Kentucky to Hart County, Kentucky, approximately 30 miles south of Elizabethtown. Our markets are supported by a diversified industry base and have a regional population of over 1 million. We operate in Hardin, Nelson, Hart, Bullitt, Meade and Jefferson counties in Kentucky. We control in the aggregate, approximately, 22% of the deposit market share in our central Kentucky markets outside of Louisville.

 

We serve the needs and cater to the economic strengths of the local communities in which we operate, and we strive to provide a high level of personal and professional customer service. We offer a variety of financial services to our retail and commercial banking customers. These services include personal and corporate banking services and personal investment financial counseling services.

 

Through our personal investment financial counseling services, we offer a wide variety of non-insured investments including mutual funds, equity investments, and fixed and variable annuities. We invest in the wholesale capital markets to manage a portfolio of securities and use various forms of wholesale funding. The security portfolio contains a variety of instruments, including callable debentures, taxable and non-taxable debentures, fixed and adjustable rate mortgage backed securities, collateralized mortgage obligations and corporate securities.

 

Our results of operations depend primarily on net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Our operations are also affected by non-interest income, such as service charges, loan fees, gains and losses from the sale of mortgage loans and revenue earned from bank owned life insurance. Our principal operating expenses, aside from interest expense, consist of compensation and employee benefits, occupancy costs, data processing expense, FDIC insurance premiums, costs associated with other real estate and provisions for loan losses.

 

The discussion and analysis section covers material changes in the financial condition since December 31, 2012 and material changes in the results of operations for the three and six month periods ending June 30, 2013 as compared to 2012. It should be read in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the period ended December 31, 2012.

 

OVERVIEW

 

From 2008 to 2011, economic conditions deteriorated in the markets we serve, which has had a significant adverse impact on our business. As a result, our earnings declined due to higher levels of non-performing assets and loan losses, impairment charges on goodwill and real estate we acquired through foreclosure, and a charge to establish a valuation allowance against our deferred tax asset. As economic conditions improved and collateral values stabilized in 2012 and the first half of 2013, our provision for loan losses during this period has been much lower than in 2011. However, the effects of the economic downturn continue to impact us due to elevated non-performing assets and reduced net interest income in a continuing low interest rate environment. Low interest rates, coupled with a competitive lending environment, continue to prove to be challenging.

 

Net loss attributable to common shareholders for the quarter ended June 30, 2013 was $1.4 million or $0.29 per diluted common share compared to a net loss attributable to common shareholders of $4.4 million or $0.92 per diluted common share for the same period in 2012. Net loss attributable to common shareholders for the six months ended June 30, 2013 was $1.5 million or $0.32 per diluted common share compared to a net loss attributable to common shareholders of $5.0 million or $1.04 per diluted common share for the same period a year ago. The main drivers to the net loss for 2013 include the following:

 

·declining net interest income mainly driven by a decline of $5.4 million in loan interest income as a result of a decline of $184.1 million in average loan balances combined with the continuing low interest rate environment;
·a decrease in net gains of $779,000 on the sale of securities available for sale,
·a decline of $463,000 in securities interest income mainly due to the continued low interest rate environment;

 

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·offset by a decline of $3.8 million in deposit interest expense mainly as a result of a premeditated decrease of $202.1 million in average certificates of deposits and other time deposits balances combined with a decline of 42 basis points in the cost of these deposits;
·a $2.8 million decrease in provision for loans losses, including an $825,000 net reserve reversal due to the improvement in specific reserves allocated to several relationships based upon updated appraisals;
·a $2.4 million decrease in real estate acquired through foreclosure expense and loan expense, the result of lower loan workout and loan portfolio management expenses as our level of non-performing assets has decreased, and
·a $2.0 million decrease in write downs and sale losses on other real estate owned (“OREO”).

 

While still elevated, the level of non-performing assets is now at the lowest level since the first quarter of 2009. Compared to December 31, 2012, non-performing loans declined $3.6 million or 17%, non-performing assets declined $11.7 million or 27%, and classified and criticized assets declined $6.0 million or 8%. Compared to June 30, 2012, non-performing loans declined $20.2 million or 53%, non-performing assets declined $42.6 million or 57%, and classified and criticized assets declined $26.1 million or 27%. We sold eighteen OREO properties totaling $8.6 million during the 2013 period. The net proceeds received from the sale of most of these properties exceeded the carrying value on our books, indicating that the OREO properties were appropriately valued.

 

Our non-performing assets are largely comprised of residential housing development assets, building lots, an office building and strip centers, most of which are located in Jefferson and Oldham Counties. Non-performing assets were $32.1 million or 3.62% of total assets at June 30, 2013 compared to $43.8 million or 4.35% of total assets at December 31, 2012. The decrease in non-performing assets is mainly attributable to an $8.1 million decrease in real estate acquired through foreclosure and a $2.5 million decrease in non-accrual loans. Five properties totaling $16.0 million make up 50% of the total non-performing assets. The properties range in value from $1.1 million to $7.5 million and have an aggregate specific reserve for $3.6 million.

 

We believe that our level of real estate acquired through foreclosure has stabilized. We anticipate it will continue to decrease over the next several quarters as we continue to sell these properties, while inflow has slowed down substantially compared to 2010 and 2011. The lower values on the appraisals and reviews of properties appraised within the first half of 2013 resulted in $1.5 million in write downs on OREO compared to $3.6 million in total write downs recorded during the 2012 six month period. We believe that we have written down OREO values to levels that will facilitate their liquidation, as indicated by recent sales. We also believe we have appropriately addressed and risk-weighted real estate loans in our portfolio.

 

In the third quarter of 2012 we entered into a bulk sale contract to sell fourteen OREO properties totaling $16.5 million. We were able to close on $6.0 million and have since terminated the contract when the buyer was not able to meet all of the contractual terms and conditions of the contract. As a result of the termination on the bulk sale, we had to individually reevaluate the remaining properties. As a result, at June 30, 2013 we allocated an additional $721,000 of specific reserves to the remaining properties from the 2012 planned OREO bulk sale.

 

The allowance for loan losses to total loans was 3.25% at June 30, 2013 while net charge-offs totaled .19% of average loans for 2013 compared to .91% for 2012. We attribute the decrease in net charge-offs for 2013 to the relative stabilization of collateral values compared to 2012. Non-performing loans were $17.9 million or 3.64% of total loans at June 30, 2013 compared to $21.5 million, or 4.09% of total loans for December 31, 2012. The allowance for loan losses to non-performing loans, which excludes restructured loans on accrual status, was 89% at June 30, 2013 compared to 42% at June 30, 2012. The increase in the coverage ratio for 2013 was due to the decrease in non-accrual loans and restructured loans on non-accrual status during the period.

 

The net interest margin improved to 2.76% for the six months ended June 30, 2013 compared to 2.55% for the year ended December 31, 2012 and 2.53% for the six months ended June 30, 2012. The main driver to the improvement in the net interest margin for 2013 compared to 2012 is the premeditated decrease of $202.1 million in average certificates of deposits that resulted in a reduction of $3.0 in related interest expense during the period. We continue to anticipate modest improvement to the net interest margin over the next several quarters, as we continue to focus on restructuring the balance sheet to decrease our cost of funds, improve interest income, and reduce our interest rate risk exposure. However, the balance sheet restructuring may be impacted by the acceleration of loan repayments.

 

Non-interest income decreased $80,000 for the six months ended June 30, 2013, primarily driven by a decrease in net gains on the sale of investments, a decrease in recorded gains on the sale of OREO properties, a decrease in gains recorded on the sale of premises and equipment, and a decrease in the gain recorded on the sale of real estate held for development offset by a decline in write-downs and loss on sale of OREO properties. Non-interest expense decreased $2.8 million for the six month 2013 period compared to the same period in 2012. The decrease is primarily attributable to two factors — a decrease in the amortization of intangible assets following the 2012 sale of our four Indiana branches and reduced loan workout and loan portfolio management expenses due to a lower level of non-performing assets.

 

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In its 2012 Consent Order, the Bank agreed to achieve and maintain a Tier 1 capital ratio of 9.0% and a total risk-based capital ratio of 12.0% by June 30, 2012. The Bank also agreed that if it should be unable to reach the required capital levels by that date, and if directed in writing by the FDIC, then within 30 days the Bank would develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution. To date the Bank has not received such a written direction. The 2012 Consent Order includes the substantive provisions of the 2011 Consent Order and requires the Bank to continue to adhere to the plans implemented in response to the 2011 Consent Order. A copy of the March 9, 2012 Consent Order is included as Exhibit 10.8 to our 2011 Annual Report on Form 10-K filed March 30, 2012. At June 30, 2013, the Bank’s Tier 1 capital ratio was 7.27% and the total risk-based capital ratio was 12.36% as compared to the minimum capital ratios as required by the 2011 Consent Order of 9.00% and 12.00%, respectively.

 

We notified the bank regulatory agencies that we have achieved and maintained the total risk-based capital ratio, but we have yet to achieve the Tier 1 capital ratio. We are continuing to explore our strategic alternatives to achieve and maintain the Tier 1 capital ratio as well as all of the other consent order issues.

 

The 2012 Consent Order requires us to obtain the consent of the FDIC and the KDFI in order for the Bank to pay cash dividends to the Corporation. In addition, the “troubled institution” designation resulting from the Consent Order does not allow the Bank to accept, renew or rollover brokered deposits, restricts the amount of interest the Bank may pay on deposits, and increases its deposit insurance assessment.

 

On April 20, 2011, the Corporation entered into a formal agreement with the Federal Reserve Bank of St. Louis, which requires the Corporation to obtain regulatory approval before declaring any dividends and to take steps to ensure the Bank complies with the Consent Order. We also may not redeem shares or obtain additional borrowings without prior approval.

 

Bank regulatory agencies can exercise discretion when an institution does not meet the terms of a consent order. The agencies may initiate changes in management, issue mandatory directives, impose monetary penalties or refrain from formal sanctions, depending on individual circumstances. Any action taken by bank regulatory agencies could damage our reputation and have a material adverse effect on our business.

 

In response to the 2011 Consent Order, we engaged an investment banking firm with expertise in the financial services sector to assist with a review of all of our strategic alternatives as we work to achieve the required regulatory capital ratios. One of these alternatives was to sell branches located outside of our core market. On July 6, 2012, we sold our four banking centers in Southern Indiana, receiving a 3.65% premium on the $102.3 million of consumer and commercial deposits at closing. The buyer assumed a total of approximately $115.4 million in non-brokered deposits, which included $13.1 million of government, corporate, other financial institution and municipal deposits for which we received no premium or discount. We also sold approximately $30.4 million in performing loans at a discount of 0.80%. Other assets sold included vault cash of $367,000 and fixed assets of $887,000. The Indiana branch sale resulted in a gain of $3.1 million.

 

On May 15, 2012, we entered into an agreement to sell our four banking centers in Louisville, Kentucky. The sale was subject to the buyer raising additional capital, regulatory approval and other customary closing conditions. On November 14, 2012, the buyer terminated the agreement due to its inability to raise sufficient capital to obtain regulatory approval of the sale.

 

Our plans for 2013 include the following even though there can be no assurances that our plans will be achieved:

 

·Continuing to identify and evaluate available strategic options to meet regulatory capital levels and all other requirements of our Consent Order.

 

·Continuing to serve our community banking customers and operate the Corporation and the Bank in a safe and sound manner. We have worked diligently to maintain the strength of our retail and deposit franchise.

 

·Continuing to reduce expenses and improve our ability to operate in a profitable manner.

 

·Continuing to reduce our lending concentration in commercial real estate through expected maturities and repayments. We have implemented loan diversification initiatives in place that we believe should improve the loan portfolio. Increased emphasis on retail lending, small business lending and Small Business Administration (“SBA”) lending are all expected to boost non-interest fee income. We have already reallocated resources that that we believe should contribute to the successful execution of all of these efforts. Our mortgage and consumer lending operations have maintained strong credit quality metrics throughout the economic downturn.

 

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·Enhancing our resources dedicated to special asset dispositions, both on a permanent and temporary basis, to accelerate our efforts to dispose of problem assets. Our objective is reduce the involvement of our commercial lenders in the special asset area, allowing them to shift their focus to their existing loan customer base and generate new business that supports our diversification efforts while stemming some of the loan roll-off. In 2012we hired several new commercial loan officers who bring significant experience in real estate and commercial and industrial lending.

 

While our concerns about economic conditions in our market continue, we are working towards our long-range objectives including building additional core customer relationships, maintaining sufficient liquidity and capital levels, improving shareholder value, remediating our problem assets and building upon the sustained success of our retail franchise.

 

CRITICAL ACCOUNTING POLICIES

 

Our accounting and reporting policies comply with U.S. generally accepted accounting principles and conform to general practices within the banking industry. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements. Accordingly, as this information changes, the financial statements could change as our estimates, assumptions, and judgments change. Certain policies inherently rely more heavily on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. We consider our critical accounting policies to include the following:

 

Allowance for Loan LossesWe maintain an allowance we believe to be sufficient to absorb probable incurred credit losses existing in the loan portfolio. Our Appraisal Review Committee, which is comprised of senior officers and certain accounting associates, evaluates the allowance for loan losses on a monthly basis.  We estimate the amount of the allowance using past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, and current economic conditions.  While we estimate the allowance for loan losses based in part on historical losses within each loan category, estimates for losses within the commercial real estate portfolio depend more on credit analysis and recent payment performance. Allocations of the allowance may be made for specific loans or loan categories, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. 

 

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-impaired loans and is based on historical loss experience for certain categories adjusted for current factors. Allowance estimates are developed with actual loss experience adjusted for current economic conditions. Allowance estimates are considered a prudent measurement of the risk in the loan portfolio and are applied to individual loans based on loan type.

 

Based on our calculation, an allowance of $15.9 million or 3.25% of total loans was our estimate of probable incurred losses within the loan portfolio as of June 30, 2013.  As a consequence of this estimate we recorded a net reversal of provision for loan losses on the income statement of $825,000 for the 2013 period.  If the mix and amount of future charge off percentages differ significantly from those assumptions used by management in making its determination, the allowance for loan losses and provision for loan losses on the income statement could materially increase.

 

Impairment of Investment Securities We review all unrealized losses on our investment securities to determine whether the losses are other-than-temporary. We evaluate our investment securities on at least a quarterly basis, and more frequently when economic or market conditions warrant, to determine whether a decline in their value below amortized cost is other-than-temporary. We evaluate a number of factors including, but not limited to: valuation estimates provided by investment brokers; how much fair value has declined below amortized cost; how long the decline in fair value has existed; the financial condition of the issuer; significant rating agency changes on the issuer; and management’s assessment that we do not intend to sell or will not be required to sell the security for a period of time sufficient to allow for any anticipated recovery in fair value.

 

The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the possibility for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the cost basis of the security is written down to fair value and a charge to earnings is recognized for the credit component and the non-credit component is recorded to other comprehensive income.

 

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Real Estate OwnedThe estimation of fair value is significant to real estate owned-acquired through foreclosure. These assets are recorded at fair value less estimated selling costs at the date of foreclosure. Fair value is based on the appraised market value of the property based on sales of similar assets when available. The value may be subsequently reduced if the estimated fair value declines below the value recorded at the time of foreclosure. Appraisals are performed at least annually, if not more frequently. Typically, appraised values are discounted for the projected sale below appraised value in addition to the selling cost. With certain appraised values where management believes a solid liquidation value has been established, the appraisal has been discounted only by the selling cost. We have dedicated a team of associates and management focused on the continued resolution and work out of OREO. Appropriate policies, committees and procedures have been put in place to ensure the proper accounting treatment and risk management of this area.

 

Income Taxes The provision for income taxes is based on income/(loss) as reported in the financial statements. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The deferred tax assets and liabilities are computed based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. An assessment is made as to whether it is more likely than not that deferred tax assets will be realized. A valuation allowance is established when necessary to reduce deferred tax assets to an amount more likely than not expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. Tax credits are recorded as a reduction to the tax provision in the period for which the credits may be utilized.

 

A full valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. In assessing the need for a full valuation allowance, we considered various factors including our four year cumulative loss position, the level of our non-performing assets, our inability to meet our forecasted levels of assets and operating results in 2012 and 2011 and our non-compliance with the capital requirements of our Consent Order. Based on this assessment, we concluded that a valuation allowance was necessary at June 30, 2013 and December 31, 2012.

 

RESULTS OF OPERATIONS

 

Net loss attributable to common shareholders for the quarter ended June 30, 2013 was $1.4 million or $0.29 per diluted common share compared to a net loss attributable to common shareholders of $4.4 million or $0.92 per diluted common share for the same period in 2012. Net loss attributable to common shareholders for the six months ended June 30, 2013 was $1.5 million or $0.32 per diluted common share compared to a net loss attributable to common shareholders of $5.0 million or $1.04 per diluted common share for the same period a year ago. The main drivers to the net loss for 2013 include the following:

 

·declining net interest income mainly driven by a decline of $5.4 million in loan interest income as a result of a decline of $184.1 million in average loan balances combined with the continuing low interest rate environment;
·a decrease in net gains of $779,000 on the sale of securities available for sale,
·a decline of $463,000 in securities interest income mainly due to the continued low interest rate environment;
·offset by a decline of $3.8 million in deposit interest expense mainly as a result of a premeditated decrease of $202.1 million in average certificates of deposits and other time deposits balances combined with a decline of 42 basis points in the cost of these deposits;
·a $2.8 million decrease in provision for loans losses, including an $825,000 net reserve reversal due to the improvement in specific reserves allocated to several relationships based upon updated appraisals;
·a $2.4 million decrease in real estate acquired through foreclosure expense and loan expense, the result of lower loan workout and loan portfolio management expenses as our level of non-performing assets has decreased, and
·a $2.0 million decrease in write downs and sale losses on other real estate owned (“OREO”).

 

Net loss attributable to common shareholders was also increased by dividends accrued on preferred shares. Our book value per common share decreased from $5.99 at June 30, 2012 to $3.04 at June 30, 2013.

 

Net Interest Income – The largest component of our net income is our net interest income. Net interest income is the difference between interest income, principally from loans and investment securities, and interest expense, principally on customer deposits and borrowings. Changes in net interest income result from changes in volume, net interest spread and net interest margin. Volume refers to the average dollar levels of interest-earning assets and interest-bearing liabilities. Net interest spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Net interest margin refers to net interest income divided by average interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities.

 

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The majority of our assets are interest-earning and our liabilities are interest-bearing.  Accordingly, changes in interest rates may impact our net interest margin. The Federal Open Markets Committee (“FOMC”) uses the federal funds rate, which is the interest rate used by banks to lend to each other, to influence interest rates and the national economy. Changes in the federal funds rate have a direct correlation to changes in the prime rate, the underlying index for most of the variable-rate loans we issue.  The FOMC has held the target federal funds rate at a range of 0-25 basis points since December 2008.  As we are asset sensitive, continued low rates will negatively impact our earnings and net interest margin.

 

The large decline in the volume of interest earning assets and the change in the mix of interest earning assets reduced net interest income by $706,000 and $2.1 million for the three and six month 2013 periods compared to the prior year periods. Average interest earning assets decreased $270.8 million and 250.7 million for the quarter and six month 2013 periods compared to 2012 primarily driven by a decrease in average loans. The decrease in average loans was due to loans sold in connection with the branch sale during the third quarter of 2012, loan principal payments, payoffs, charge-offs and the conversion of nonperforming loans to OREO properties. In addition, due to the higher regulatory capital ratios required by our consent order, we elected not to replace much of this loan run-off in accordance with our efforts to reduce asset size. The average loan yield was 5.31% and 5.30% for the three and six month 2013 periods compared to an average loan yield of 5.37% and 5.47% for the 2012 periods. We redeployed available liquidity into more liquid but lower yielding investments.

 

Average interest bearing liabilities decreased $275.2 million and $255.0 million for the quarter and six month 2013 periods compared to 2012 driven by a decrease in average certificates of deposit and NOW and money market accounts. The decrease in average deposits was due to the sale of deposits included in the branch sale during the third quarter of 2012 and a decrease in deposit accounts as market conditions and regulatory restrictions continue to significantly affect our ability to attract and maintain deposits.

 

The tax equivalent yield on earning assets averaged 3.94% and 3.88% for the three and six month 2013 periods compared to 3.88% and 4.07% for 2012. The change in the yields on interest earning assets were partially offset by a decrease in our cost of funds, which averaged 1.16% and 1.21% for the three and six month 2013 periods compared to an average cost of funds of 1.55% and 1.63% for the same periods in 2012. Net interest margin as a percent of average earning assets increased 45 basis points to 2.87% for the quarter ended June 30, 2013 and increased 23 basis points to 2.76% for the six months ended June 30, 2013 compared to 2.42% and 2.53% for the 2012 periods. We anticipate being able to continue taking advantage of the continued low interest rate environment to reduce our cost of funds, as term deposits re-price at more favorable terms.

 

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AVERAGE BALANCE SHEET

 

The following table provides information relating to our average balance sheet and reflects the average yield on assets and average cost of liabilities for the indicated periods. Yields and costs for the periods presented are derived by dividing income or expense by the average balances of assets or liabilities, respectively.

 

   Quarter Ended June 30, 
   2013   2012 
(Dollars in thousands)  Average       Average   Average       Average 
   Balance   Interest   Yield/Cost (5)   Balance   Interest   Yield/Cost (5) 
ASSETS                              
Interest earning assets:                              
U.S. Government and federal agency  $-   $-    -  $19,399   $98    2.03%
Mortgage-backed securities   244,501    1,031    1.69%   309,475    1,498    1.94%
State and political subdivision securities (1)   15,501    248    6.42%   13,755    218    6.36%
Trust Preferred Securities   -    -    -%    1,032    16    6.22%
Corporate bonds   59,231    377    2.55%   412    1    0.97%
Loans (2) (3) (4)   499,079    6,603    5.31%   662,340    8,868    5.37%
FHLB stock   4,430    47    4.26%   4,805    56    4.67%
Interest bearing deposits   24,982    16    0.26%   107,296    57    0.21%
Total interest earning assets   847,724    8,322    3.94%   1,118,514    10,812    3.88%
Less:  Allowance for loan losses   (16,156)             (17,759)          
Non-interest earning assets   78,642              92,289           
Total assets  $910,210             $1,193,044           
                               
LIABILITIES AND STOCKHOLDERS' EQUITY                              
Interest bearing liabilities:                              
Savings accounts  $91,122   $52    0.23%  $98,445   $72    0.29%
NOW and money market accounts   265,784    153    0.23%   305,064    390    0.51%
Certificates of deposit and other time deposits   390,885    1,569    1.61%   605,531    2,983    1.98%
FHLB advances   13,762    132    3.85%   27,678    282    4.09%
Subordinated debentures   18,000    341    7.60%   18,000    341    7.60%
Total interest bearing liabilities   779,553    2,247    1.16%   1,054,718    4,068    1.55%
Non-interest bearing liabilities:                              
Non-interest bearing deposits   80,433              82,698           
Other liabilities   11,060              5,069           
Total liabilities   871,046              1,142,485           
                               
Stockholders' equity   39,164              50,559           
Total liabilities and stockholders' equity  $910,210             $1,193,044           
                               
Net interest income       $6,075             $6,744      
Net interest spread             2.78%             2.33%
Net interest margin             2.87%             2.42%

 

 

(1) Taxable equivalent yields are calculated assuming a 34% federal income tax rate.

(2) Includes loan fees, immaterial in amount, in both interest income and the calculation of yield on loans.

(3) Calculations include non-accruing loans in the average loan amounts outstanding.

(4) Includes loans held for sale.

(5) Annualized

 

43
 

 

   Six Months Ended June 30, 
   2013   2012 
(Dollars in thousands)  Average       Average   Average       Average 
   Balance   Interest   Yield/Cost (5)   Balance   Interest   Yield/Cost (5) 
ASSETS                              
Interest earning assets:                              
U.S. Government and federal agency  $3,822   $28    1.48%  $21,537   $230    2.15%
Mortgage-backed securities   266,443    2,241    1.70%   294,883    2,969    2.03%
State and political subdivision securities (1)   15,078    421    5.63%   16,636    541    6.56%
Trust Preferred Securities   -    -    -%    1,055    29    5.54%
Corporate bonds   50,862    651    2.58%   206    1    0.98%
Loans (2) (3) (4)   510,593    13,421    5.30%   694,733    18,829    5.47%
FHLB stock   4,555    98    4.34%   4,805    103    4.32%
Interest bearing deposits   27,701    34    0.25%   95,855    104    0.22%
Total interest earning assets   879,054    16,894    3.88%   1,129,710    22,806    4.07%
Less:  Allowance for loan losses   (16,587)             (17,868)          
Non-interest earning assets   81,181              92,995           
Total assets  $943,648             $1,204,837           
                               
LIABILITIES AND STOCKHOLDERS' EQUITY                              
Interest bearing liabilities:                              
Savings accounts  $88,947   $107    0.24%  $96,491   $143    0.30%
NOW and money market accounts   272,224    355    0.26%   304,972    838    0.55%
Certificates of deposit and other time deposits   419,536    3,448    1.66%   621,632    6,408    2.08%
FHLB advances   13,168    264    4.04%   27,761    567    4.12%
Subordinated debentures   18,000    682    7.64%   18,000    682    7.64%
Total interest bearing liabilities   811,875    4,856    1.21%   1,068,856    8,638    1.63%
Non-interest bearing liabilities:                              
Non-interest bearing deposits   79,492              79,215           
Other liabilities   10,727              4,858           
Total liabilities   902,094              1,152,929           
                               
Stockholders' equity   41,554              51,908           
Total liabilities and stockholders' equity  $943,648             $1,204,837           
                               
Net interest income       $12,038             $14,168      
Net interest spread             2.67%             2.44%
Net interest margin             2.76%             2.53%

 

 

(1) Taxable equivalent yields are calculated assuming a 34% federal income tax rate.

(2) Includes loan fees, immaterial in amount, in both interest income and the calculation of yield on loans.

(3) Calculations include non-accruing loans in the average loan amounts outstanding.

(4) Includes loans held for sale.

(5) Annualized

 

44
 

 

RATE/VOLUME ANALYSIS

 

The table below shows changes in interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (changes in rate multiplied by old volume); (2) changes in volume (change in volume multiplied by old rate); and (3) changes in rate-volume (change in rate multiplied by change in volume). Changes in rate-volume are proportionately allocated between rate and volume variance.

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2013 vs. 2012   2013 vs. 2012 
   Increase (decrease)   Increase (decrease) 
   Due to change in   Due to change in 
(Dollars in thousands)          Net           Net 
   Rate   Volume   Change   Rate   Volume   Change 
                               
Interest income:                              
U.S. Treasury and agencies  $(74)  $(24)  $(98)  $(56)  $(146)  $(202)
Mortgage-backed securities   (178)   (289)   (467)   (459)   (269)   (728)
State and political subdivision securities   2    28    30    (72)   (48)   (120)
Trust Preferred Securities   (12)   (4)   (16)   (15)   (14)   (29)
Corporate bonds   4    372    376    4    646    650 
Loans   (104)   (2,161)   (2,265)   (552)   (4,856)   (5,408)
FHLB stock   (5)   (4)   (9)   -    (5)   (5)
Interest bearing deposits   10    (51)   (41)   12    (82)   (70)
                               
Total interest earning assets   (357)   (2,133)   (2,490)   (1,138)   (4,774)   (5,912)
                               
Interest expense:                              
Savings accounts   (15)   (5)   (20)   (26)   (10)   (36)
NOW and money market accounts   (192)   (45)   (237)   (401)   (82)   (483)
Certificates of deposit and other time deposits   (485)   (929)   (1,414)   (1,137)   (1,823)   (2,960)
FHLB advances   (16)   (134)   (150)   (10)   (293)   (303)
Subordinated debentures   -    -    -    -    -    - 
                               
Total interest bearing liabilities   (708)   (1,113)   (1,821)   (1,574)   (2,208)   (3,782)
                               
Net change in net interest income  $351   $(1,020)  $(669)  $436   $(2,566)  $(2,130)

 

Non-Interest Income and Non-Interest Expense

 

The following tables compare the components of non-interest income and expenses for the periods ended June 30, 2013 and 2012. The tables show the dollar and percentage change from 2012 to 2013. Below each table is a discussion of significant changes and trends.

 

    Three Months Ended 
   June 30, 
(Dollars in thousands)  2013   2012   Change   % 
Non-interest income                    
Customer service fees on deposit accounts  $1,307   $1,399   $(92)   -6.6%
Gain on sale of mortgage loans   161    384    (223)   -58.1%
Gain on sale of investments   334    598    (264)   -44.1%
Loss on sale and calls of investments   (334)   (303)   (31)   10.2%
Loss on sale and write downs of real estate acquired through foreclosure   (532)   (2,016)   1,484    -73.6%
Gain on sale of premises and equipment   -    322    (322)   -100.0%
Gain on sale on real estate acquired through foreclosure   150    210    (60)   -28.6%
Brokerage commissions   139    112    27    24.1%
Other income   461    617    (156)   -25.3%
   $1,686   $1,323   $363    27.4%

 

45
 

 

   Six Months Ended 
   June 30, 
(Dollars in thousands)  2013   2012   Change   % 
Non-interest income                    
Customer service fees on deposit accounts  $2,498   $2,782   $(284)   -10.2%
Gain on sale of mortgage loans   588    695    (107)   -15.4%
Gain on sale of investments   843    1,309    (466)   -35.6%
Loss on sale and calls of investments   (616)   (303)   (313)   103.3%
Net impairment losses recognized in earnings   -    (26)   26    -100.0%
Loss on sale and write downs of real estate acquired through foreclosure   (1,592)   (3,582)   1,990    -55.6%
Gain on sale of premises and equipment   -    322    (322)   -100.0%
Gain on sale on real estate acquired through foreclosure   207    613    (406)   -66.2%
Gain on sale of real estate held for development   -    175    (175)   -100.0%
Brokerage commissions   257    207    50    24.2%
Other income   955    1,028    (73)   -7.1%
   $3,140   $3,220   $(80)   -2.5%

 

Customer service fees on deposit accounts decreased during 2013 primarily due to a decline in customer deposits following the sale of deposit accounts from our four Indiana banking centers and a decrease in deposit accounts, as market conditions and regulatory restrictions continue to significantly affect our ability to attract and maintain deposits.

 

We originate qualified Veterans Affairs (VA), Kentucky Housing Corporation (KHC), Rural Housing Corporation (RHC) and conventional secondary market loans and sell them into the secondary market with servicing rights released. Gain on sale of mortgage loans decreased for 2013 due to a decrease in the volume of loans refinanced, originated and sold compared to 2012.

 

We invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, obligations of states and political subdivisions, corporate bonds, mutual funds, stocks and others. During 2013 we recorded a net gain on the sale of debt investment securities of $227,000 compared to a net gain on sale of debt investment securities of $1.0 million for the 2012 period.

 

We recognized other-than-temporary impairment charges of $26,000 for the expected credit loss during the 2012 period on one of our trust preferred securities. The 2012 impairment charge was related to Preferred Term Security VI which was called for early redemption in July 2012. Management believes this impairment was primarily attributable to the current economic environment in which the financial condition of some of the issuers deteriorated.

 

Non-interest income for 2013 was reduced by $1.6 million in losses on the sale and write down of real estate owned properties due to the decline in market value of properties held in this portfolio. Partially offsetting the losses and write downs were recorded gains of $207,000 on the sale of nine real estate owned properties.

 

During the first quarter of 2012 we recorded $175,000 in gains from the sale of the last of nine lots we held for sale in an office park adjacent to our home office.

 

The decrease in other income for the 2013 period was the result of decreases in income received on real estate owned properties.

 

   Three Months Ended 
   June 30, 
(Dollars in thousands)  2013   2012   Change   % 
Non-interest expenses                    
Employee compensation and benefits  $3,757   $3,822   $(65)   -1.7%
Office occupancy expense and equipment   690    782    (92)   -11.8%
Marketing and advertising   74    135    (61)   -45.2%
Outside services and data processing   941    893    48    5.4%
Bank franchise tax   315    402    (87)   -21.6%
FDIC insurance premiums   505    682    (177)   -26.0%
Amortization of intangible assets   -    62    (62)   -100.0%
Real estate acquired through foreclosure expense   524    2,336    (1,812)   -77.6%
Loan expense   385    656    (271)   -41.3%
Other expense   1,372    1,446    (74)   -5.1%
   $8,563   $11,216   $(2,653)   -23.7%

 

46
 

 

   Six Months Ended 
   June 30, 
(Dollars in thousands)  2013   2012   Change   % 
Non-interest expenses                    
Employee compensation and benefits  $7,550   $7,675   $(125)   -1.6%
Office occupancy expense and equipment   1,398    1,550    (152)   -9.8%
Marketing and advertising   174    168    6    3.6%
Outside services and data processing   1,804    1,704    100    5.9%
Bank franchise tax   630    744    (114)   -15.3%
FDIC insurance premiums   1,194    1,097    97    8.8%
Amortization of intangible assets   -    127    (127)   -100.0%
Real estate acquired through foreclosure expense   818    2,676    (1,858)   -69.4%
Loan expense   607    1,164    (557)   -47.9%
Other expense   2,688    2,800    (112)   -4.0%
   $16,863   $19,705   $(2,842)   -14.4%

 

Amortization of intangible assets decreased due to the sale of our four Indiana banking centers in 2012 in which the related intangible assets were fully amortized.

 

Real estate acquired through foreclosure expense and loan expense decreased due to a reduction in loan workout and loan portfolio management expenses due to a lower level of non-performing assets. Real estate acquired through foreclosure expense was also higher in 2012 due to a $1.5 million termination fee paid that was related to the termination of a property investment and management agreement on a residential development held in other real estate owned. 

 

Income Taxes

 

The provision for income taxes includes federal and state income taxes and in 2013 and 2012 reflects a full valuation allowance against all of our deferred tax assets. The effective tax rate for the quarter and six month periods ended June 30, 2013 and 2012 is not meaningful due to the reduction of income tax benefit as the result of maintaining a full deferred tax valuation allowance. Historically, the fluctuations in effective tax rates reflect the effect of permanent differences in the inclusion or deductibility of certain income and expenses, respectively, for income tax purposes.

 

A valuation allowance related to deferred tax assets is required when it is considered more likely than not that all or part of the benefit related to such assets will not be realized. In assessing the need for a valuation allowance, we considered all positive and negative evidence including our four year cumulative loss position, the level of our non-performing assets, our inability to meet our forecasted levels of assets and operating results in 2013, 2012 and 2011 and our non-compliance with the capital requirements of our Consent Order. Based on this assessment, we concluded that a valuation allowance was necessary at June 30, 2013 and December 31, 2012. Our future effective income tax rate will fluctuate based on the mix of taxable and tax free investments we make and, to a greater extent, the impact of changes in the required amount of valuation allowance recorded against our net deferred tax assets and our overall level of taxable income.

 

Recording a valuation allowance does not have any impact on our liquidity, nor does it preclude us from using the tax losses, tax credits or other timing differences in the future. To the extent that we generate taxable income in a given quarter, the valuation allowance may be reduced to fully or partially offset the corresponding income tax expense. Any remaining deferred tax asset valuation allowance may be reversed through income tax expense once we can demonstrate a sustainable return to profitability and conclude that it is more likely than not the deferred tax asset will be utilized prior to expiration.

 

ANALYSIS OF FINANCIAL CONDITION

 

Total assets at June 30, 2013 decreased $122.5 million compared to total assets at December 31, 2012. The decrease was primarily attributable to a decline of $44.9 million in available-for-sale securities, a decline of $34.2 million in total loans, a $35.2 million decline in cash and cash equivalents and a decline in real estate acquired through foreclosure of $8.1 million. Total deposits decreased $124.2 million as market conditions and regulatory restrictions continue to significantly affect our ability to attract and maintain deposits.

 

47
 

 

Loans

 

Total loans decreased $34.2 million to $490.7 million at June 30, 2013 compared to $524.9 million at December 31, 2012. Our commercial real estate and commercial portfolios decreased $20.2 million to $317.5 million at June30, 2013. Our residential mortgage loan, consumer and home equity and indirect consumer portfolios also decreased for the 2013 period. The decline in our commercial real estate and commercial loan portfolios is a result of pay-offs, charge-offs, and commercial real estate loans being transferred to real estate acquired through foreclosure. Charge-offs made up $701,000 or 2.0% of this decrease. The decline in the loan portfolio was also due, in part, to our ongoing efforts to resolve problem loans. In addition, we have elected not to replace much of this loan run-off in order to reduce asset size and increase capital in light of the higher regulatory capital ratios imposed by our consent order.

 

   June 30,   December 31, 
(Dollars in thousands)  2013   2012 
         
Commercial Real Estate (CRE):          
Other-CRE other than Land          
Development and Building Lots  $274,863   $287,283 
Land Development   23,736    28,310 
Building Lots   1,875    2,151 
Residential mortgage   102,281    110,025 
Consumer and home equity   54,449    57,888 
Commercial   17,030    19,931 
Indirect consumer   13,087    16,211 
Real estate construction   3,354    3,141 
    490,675    524,940 
Less:          
Net deferred loan origination fees   (89)   (105)
Allowance for loan losses   (15,947)   (17,265)
    (16,036)   (17,370)
           
Net Loans  $474,639   $507,570 

 

Allowance and Provision for Loan Losses

 

Our financial performance depends on the quality of the loans we originate and management’s ability to assess the degree of risk in existing loans when it determines the allowance for loan losses. An increase in loan charge-offs or non-performing loans or an inadequate allowance for loan losses could reduce net interest income, net income and capital, and limit the range of products and services we can offer.

 

The Appraisal Review Committee evaluates the allowance for loan losses monthly to maintain a level it believes to be sufficient to absorb probable incurred credit losses existing in the loan portfolio. Periodic provisions to the allowance are made as needed. The Committee determines the allowance by applying loss estimates to graded loans by categories, as described below. When appropriate, a specific reserve will be established for individual impaired loans based upon the risk classification and the estimated potential for loss. In accordance with our credit management processes, we obtain new appraisals on properties securing our non-performing commercial and commercial real estate loans and use those appraisals to determine specific reserves within the allowance for loan losses. As we receive new appraisals on properties securing non-performing loans, we recognize charge-offs and adjust specific reserves as appropriate. In addition, the Committee analyzes such factors as changes in lending policies and procedures; real estate market conditions; underwriting standards; collection; charge-off and recovery history; changes in national and local economic business conditions and developments; changes in the characteristics of the portfolio; ability and depth of lending management and staff; changes in the trend of the volume and severity of past due, non-accrual and classified loans; troubled debt restructuring and other loan modifications; and results of regulatory examinations.

 

Declines in collateral values, including commercial real estate, may impact our ability to collect on certain loans when borrowers are dependent on the values of the real estate as a source of cash flow. While we anticipate that challenges will continue in the foreseeable future as we manage the overall level of our credit quality, we believe that credit quality appears to be stabilizing as compared to the significant changes observed in real estate values prior to 2012. As a result of the relative stabilization in real estate values during 2012 and the first half of 2013, our provision for loan losses decreased.

 

As discussed in the Overview to this section, we have entered into a Consent Order with bank regulatory agencies. In addition to increasing capital ratios, we agreed to maintain adequate reserves for loan losses, develop and implement plans to reduce the level of non-performing assets and concentrations of credit in commercial real estate loans, implement revised credit risk management practices and credit administration policies and procedures, and report our progress to the regulators.

 

48
 

 

The following table analyzes our loan loss experience for the periods indicated.

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
(Dollars in thousands)  2013   2012   2013   2012 
                 
Balance at beginning of period  $15,812   $17,329   $17,265   $17,181 
                     
Loans charged-off:                    
Residential mortgage   -    31    -    62 
Consumer & home equity   92    158    155    276 
Commercial & commercial real estate   61    2,190    546    2,990 
Total charge-offs   153    2,379    701    3,328 
Recoveries:                    
Residential mortgage   4    -    4    1 
Consumer & home equity   48    42    90    86 
Commercial & commercial real estate   24    75    114    102 
Total recoveries   76    117    208    189 
                     
Net loans charged-off   77    2,262    493    3,139 
                     
Provision for loan losses   212    915    (825)   1,927 
                     
Balance at end of period   15,947    15,982    15,947    15,969 
                     
Less: Allowance allocated to loans held for sale in probable branch divestiture   -    (682)   -    (669)
                     
Balance at end of period, net  $15,947   $15,300   $15,947   $15,300 
                     
Allowance for loan losses to total loans (1) (2)   3.25%   2.50%   3.25%   2.50%
Annualized net charge-offs to average loans outstanding   0.06%   1.37%   0.19%   0.91%
Allowance for loan losses to total non-performing loans (2)   89%   42%   89%   42%

 

(1) Includes loans held for sale in probable branch divestiture and probable loan sale for 2012

(2) Includes allowance allocated to loans held for sale in probable branch divestiture for 2012

 

Provision for loan losses decreased $703,000 to $212,000 for the three months ended June 30, 2013 compared to the same period ended June 30, 2012. Provision for loan losses decreased $2.8 million for the six months ended June 30, 2013 compared to the same six month period in 2012. We recorded a reversal of provision expense for 2013 due to a lower level of charge-offs and an improvement in the specific reserves allocated to several relationships based upon updated appraisals during the period. Our provision for loan loss was higher in 2012 due to the higher level of classified loans and a higher level of charge-offs.

 

The allowance for loan losses before the reduction in the allowance due to allowance allocated to loans held for sale in a probable branch divestiture remained constant when compared to 2012. The allowance for loan losses as a percent of total loans was 3.25% for June 30, 2013 compared to 2.50% at June 30, 2012. The allowance for loan losses as a percent of total impaired loans was 39% for June 30, 2013 compared to 27% at June 30, 2012. Specific reserves allocated to substandard loans made up 45% of the total allowance for loan loss at June 30, 2013. Net charge-offs for the 2013 period included $417,000 in partial charge-offs compared to partial charge-offs of $1.4 million at June 30, 2012. Allowance for loan losses to total non-performing loans increased to 89% at June 30, 2013 from 42% at June 30, 2012. The increase in the coverage ratio for 2013 was due to the decrease in non-accrual loans and restructured loans on non-accrual status during the period.

 

Federal regulations require banks to classify their own assets on a regular basis. The regulations provide for three categories of classified loans — substandard, doubtful and loss. In addition, we also classify loans as criticized. Loans classified as criticized have a potential weakness that deserves management’s close attention.

 

49
 

 

The following table provides information with respect to criticized and classified loans as of the dates indicated:

 

   June 30,   March 31,   December 31,   September 30,   June 30, 
(Dollars in thousands)  2013   2013   2012   2012   2012 
Criticized Loans:                         
Total Criticized  $27,892   $27,068   $24,869   $25,141   $26,723 
                          
Classified Loans:                         
Substandard  $41,256   $42,043   $50,320   $65,542   $68,569 
Doubtful   -    -    -    -    - 
Loss   -    -    -    -    - 
Total Classified  $41,256   $42,043   $50,320   $65,542   $68,569 
                          
Total Criticized and Classified  $69,148   $69,111   $75,189   $90,683   $95,292 

 

Total criticized and classified loans declined by $6.0 million or 8% from December 31, 2012 and by $26.1 million or 27% from June 30, 2012. Approximately $35.8 million or 87% of the total classified loans at June 30, 2013 were related to commercial real estate loans in our market area. Classified consumer loans totaled $854,000, classified mortgage loans totaled $3.4 million and classified commercial loans totaled $1.2 million. Our decision to record a reversal of a portion of the allowance for loan losses during the first quarter of 2013 resulted from the application of a consistent allowance methodology that is driven by risk ratings. For more information on collection efforts, evaluation of collateral and how loss amounts are estimated, see “Non-Performing Assets,” below.

 

Although we may allocate a portion of the allowance to specific loans or loan categories, the entire allowance is available for charge-offs. We develop our allowance estimates based on actual loss experience adjusted for current economic conditions. Allowance estimates represent a prudent measurement of the risk in the loan portfolio, which we apply to individual loans based on loan type. If economic conditions continue to put stress on our borrowers going forward, this may require higher provisions for loan losses in future periods. We have allocated additional resources to address credit quality and facilitate the structure and processes to diversify and strengthen our lending function. Credit quality will continue to be a primary focus during 2013 and going forward.

 

Non-Performing Assets

 

Non-performing assets consist of certain non-accruing restructured loans for which the interest rate or other terms have been renegotiated, loans on which interest is no longer accrued, real estate acquired through foreclosure and repossessed assets. We do not have any loans longer than 90 days past due still on accrual at June 30, 2013. Loans, including impaired loans, are placed on non-accrual status when they become past due 90 days or more as to principal or interest, unless they are adequately secured and in the process of collection. Loans are considered impaired when we no longer anticipate full principal or interest will be paid in accordance with the contractual loan terms. If a loan is impaired, we allocate a portion of the allowance so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate, or at the fair value of collateral if repayment is expected solely from collateral.

 

Non-accrual loans that have been restructured remain on non-accrual status until we determine the future collection of principal and interest is reasonably assured, which will require that the borrower demonstrate a period of performance in accordance to the restructured terms of six months or more. Accruing loans that have been restructured are evaluated for non-accrual status based on a current evaluation of the borrower’s financial condition and ability and willingness to service the modified debt.

 

We review our loans on a regular basis and implement normal collection procedures when a borrower fails to make a required payment on a loan. If the delinquency on a mortgage loan exceeds 90 days and is not cured through normal collection procedures or an acceptable arrangement is not worked out with the borrower, we institute measures to remedy the default, including commencing a foreclosure action. We generally charge off consumer loans when management deems a loan uncollectible and any available collateral has been liquidated. We handle commercial business and real estate loan delinquencies on an individual basis. These loans are placed on non-accrual status upon becoming contractually past due 90 days or more as to principal and interest or where substantial doubt about full repayment of principal and interest is evident.

 

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We recognize interest income on loans on the accrual basis except for those loans in a non-accrual of income status. We discontinue accruing interest on impaired loans when management believes, after consideration of economic and business conditions and collection efforts, that the borrowers’ financial condition is such that collection of interest is doubtful, typically after the loan becomes 90 days delinquent. When we discontinue interest accrual, we reverse existing accrued interest and subsequently recognize interest income only to the extent we receive cash payments and are assured of repayment of all outstanding principal.

 

We require appraisals and perform evaluations on impaired assets upon initial identification.  Thereafter, we obtain appraisals or perform market value evaluations on impaired assets at least annually.  Recognizing the volatility of certain assets, we assess the transaction and market conditions to determine if updated appraisals are needed more frequently than annually. Additionally, we evaluate the collateral condition and value in the event of foreclosure.

 

We classify real estate acquired as a result of foreclosure or by deed in lieu of foreclosure as real estate owned until such time as it is sold. We classify new and used automobile, motorcycle and all-terrain vehicles acquired as a result of foreclosure as repossessed assets until they are sold. When such property is acquired we record it at fair value less estimated selling costs. We charge any write-down of the property at the time of acquisition to the allowance for loan losses. Subsequent gains and losses are included in non-interest income and non-interest expense.

 

Real estate owned acquired through foreclosure is recorded at fair value less estimated selling costs at the date of foreclosure. Fair value is based on the appraised market value of the property based on sales of similar assets. The value may be subsequently reduced if the estimated fair value declines below the original appraised value. We monitor market information and the age of appraisals on existing real estate owned properties and obtain new appraisals as circumstances warrant. Real estate acquired through foreclosure was $14.2 million, a decrease of $8.1 million from December 31, 2012 and a decrease of $22.4 million from June 30, 2012. Real estate acquired through foreclosure at June 30, 2013 includes $3.4 million in land development properties and building lots, which are located primarily in Jefferson County compared to $12.7 million in land development and building lots at June 30, 2012. We believe that our level of real estate acquired through foreclosure has stabilized. We anticipate reductions over the next several quarters as we continue to sell OREO properties, while inflow has slowed down substantially compared to 2010 and 2011. All properties held in OREO are listed for sale with various independent real estate agents.

 

In the third quarter of 2012 we entered into a bulk sale contract to sell fourteen OREO properties totaling $16.5 million. We were able to close on $6.0 million and have since terminated the contract when the buyer was not able to meet all of the contractual terms and conditions of the contract. As a result of the termination on the bulk sale, we had to individually reevaluate the remaining properties. As a result, we allocated an additional $721,000 of specific reserves to the last of the remaining properties.

 

A summary of the real estate acquired through foreclosure activity is as follows:

 

   June 30,   December 31, 
(Dollars in thousands)  2013   2012 
         
Beginning balance, January 1,  $22,286   $29,083 
Additions   1,951    18,100 
Sales   (8,577)   (19,250)
Writedowns   (1,270)   (5,147)
Change in valuation allowance   (221)   (500)
Ending balance  $14,169   $22,286 

 

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The following table provides information with respect to non-performing assets as of the dates indicated.

 

   June 30,   March 31,   December 31,   September 30,   June 30, 
(Dollars in thousands)  2013   2013   2012   2012   2012 
                     
Restructured on non-accrual status  $8,639   $9,099   $9,753   $16,151   $21,844 
Past due 90 days still on accrual   -    1,950    -    -    - 
Loans on non-accrual status   9,215    9,596    11,702    15,565    16,217 
                          
Total non-performing loans   17,854    20,645    21,455    31,716    38,061 
Real estate acquired through foreclosure   14,169    19,705    22,286    28,649    36,529 
Other repossessed assets   37    32    34    24    30 
Total non-performing assets  $32,060   $40,382   $43,775   $60,389   $74,620 
                          
Interest income that would have been earned on non-performing loans  $946   $1,094   $1,163   $1,729   $2,082 
Interest income recognized on non-performing loans   -    16    -    -    - 
Ratios:   Non-performing loans to total loans (includes loans held for sale in probable branch divestiture and probable loan sale for 2012)   3.64%   4.08%   4.09%   5.53%   5.97%
  Non-performing assets to total loans (includes loans held for sale in probable branch divestiture and probable loan sale for 2012)   6.54%   7.98%   8.34%   10.53%   11.71%

 

Non-performing loans decreased by $3.6 million to $17.9 million at June 30, 2013 compared to $21.5 million at December 31, 2012. The decrease for 2013 resulted from a $2.5 million reduction in non-accrual loans and a $1.1 million decrease in restructured non-accruing commercial and commercial real estate loans. The change in non-accrual loans was due to a decrease in non-accrual loans following the transfer of a non-accrual relationship totaling $1.0 million to restructured status and the transfer of two non-accrual relationships totaling $1.3 million to real estate acquired through foreclosure. Restructured loans on nonaccrual status will be placed back on accrual status if we determine that the future collection of principal and interest is reasonably assured, which requires that the borrower demonstrate a period of performance of at least six months in accordance to the restructured terms. A concentration in loans for residential subdivision development in Jefferson and Oldham counties contributed significantly to the increases in our non-performing loans and our non-performing assets during the past three years. At June 30, 2013, substantially all of our residential housing development assets in these counties have been classified as impaired and written down to what we believe to be at or near liquidation value. The remaining residential development credits are smaller and have strong guarantors. All non-performing loans are considered impaired.

 

The following table provides information with respect to restructured loans as of the dates indicated.

 

   June 30,   December 31, 
(Dollar in thousands)  2013   2012 
         
Restructured loans on non-accrual  $8,639   $9,753 
Restructured loans on accrual   25,376    22,851 
           
Total restructured loans  $34,015   $32,604 

 

The increase in restructured loans on accrual for 2013 resulted from the restructuring of three commercial real estate relationships totaling $2.4 million. The terms of our restructured loans have been renegotiated to reduce the rate of interest or extend the term, thus reducing the amount of cash flow required from the borrower to service the loans. We anticipate that our level of restructured loans will remain elevated as we identify borrowers in financial difficulty and work with them to modify to more affordable terms. We have worked with customers when feasible to establish “A” and “B” note structures. The “B” note is charged-off on our books but remains an outstanding balance for the customer. These typically carry a very nominal or low rate of interest. The “A” note is a note structured on a proper basis meeting internal policy standards for a performing loan. After six months of performance, the “A” note restructured loan is eligible to be placed back on an accrual basis as a performing troubled debt restructured loan.

 

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Investment Securities

 

Interest on securities provides us our largest source of interest income after interest on loans, constituting 19.9% of the total interest income for the six months ended June 30, 2013. The securities portfolio serves as a source of liquidity and earnings, and contributes to the management of interest rate risk. We have the authority to invest in various types of liquid assets, including short-term United States Treasury obligations and securities of various federal agencies, obligations of states and political subdivisions, corporate bonds, certificates of deposit at insured savings and loans and banks, bankers' acceptances, and federal funds. We may also invest a portion of our assets in certain commercial paper and corporate debt securities. We are also authorized to invest in mutual funds and stocks whose assets conform to the investments that we are authorized to make directly. The investment portfolio decreased by $45.0 million due to the sales of U.S. Treasury and agency securities, government-sponsored mortgage-backed securities, government-sponsored collateralized mortgage obligations, private asset backed and corporate bonds which sales were offset by the purchases of higher yielding investments. Recent purchases have been high cash flow instruments with short average lives in order to decrease the volatility of the investment portfolio as well as provide cash flow and limit interest rate risk.

 

We evaluate investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary. We consider the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and whether management has the intent to sell the debt security or whether it is more likely than not that we will be required to sell the debt security before its anticipated recovery. In analyzing an issuer’s financial condition, we may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

 

The unrealized losses on our investment securities were a result of changes in interest rates for fixed-rate securities where the interest rate received is less than the current rate available for new offerings of similar securities. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because we do not intend to sell and it is more likely than not that we will not be required to sell these investments until recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at June 30, 2013. See Note 3 – Securities for more information.  Management will continue to evaluate these securities for impairment quarterly. 

 

Deposits

 

We rely primarily on providing excellent customer service and on our long-standing relationships with customers to attract and retain deposits. Market interest rates and rates on deposit products offered by competing financial institutions can significantly affect our ability to attract and retain deposits. We attract both short-term and long-term deposits from the general public by offering a wide range of deposit accounts and interest rates. In recent years market conditions have caused us to rely increasingly on short-term certificate accounts and other deposit alternatives that are more responsive to market interest rates. We use forecasts based on interest rate risk simulations to assist management in monitoring our use of certificates of deposit and other deposit products as funding sources and the impact of the use of those products on interest income and net interest margin in various rate environments.

 

Historically, we have utilized certificates of deposit placed by deposit brokers and deposits obtained through the CDARs program to support our asset growth. The CDARS system enables certificates of deposit that would exceed the current $250,000 FDIC coverage limit on deposits in a single financial institution to be redistributed to other financial institutions within the CDARS network in increments under the current coverage limit. However, as a result of our Consent Order, we can no longer accept, renew or roll over brokered deposits (including deposits obtained through the CDARs program) without prior regulatory approval.

 

Total deposits decreased $124.2 million since December 31, 2012. Public funds decreased $23.2 million while retail and commercial deposits decreased $101.0 million. We have public funds deposits from school boards, water districts and municipalities within our markets. These deposits are larger than individual retail depositors. However, we do not have a deposit relationship that we believe is significant enough to cause a negative impact on our liquidity position. Brokered deposits and CDARS certificates decreased $14.5 million. Brokered deposits were $43.0 million at June 30, 2013 compared to $56.9 million at December 31, 2012.

 

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In 2012 we became a member of Qwickrate, a premier non-brokered market place that we use as an additional low cost funding source. Qwickrate deposits totaled $18.2 million at June 30, 2013 and $18.3 million at December 31, 2012. We do not anticipate a negative impact as a result of not being able to renew the $52.1 million of brokered deposits due to additional funding sources such as Qwickrate, decreased loan generation, continued loan pay downs, and our highly liquid and mostly short-term investment portfolio.

 

We have deployed additional resources to try to reduce our cost of funds in this low rate environment. The Consent Order resulted in the Bank being categorized as a "troubled institution" by bank regulators and as a result limits the interest rate the Bank can pay on interest bearing deposits. Unless the Bank is granted a waiver because it resides in a market that the FDIC determines is a high rate market, the Bank is limited to paying deposit interest rates .75% above the average rates computed by the FDIC. The Bank has elected to adhere to the average rates computed by the FDIC plus the .75% rate cap.

 

The following table breaks down our deposits.

 

   June 30,   December 31, 
   2013   2012 
   (In Thousands) 
         
Non-interest bearing  $80,584   $75,842 
NOW demand   141,851    155,390 
Savings   87,408    80,645 
Money market   108,947    121,755 
Certificates of deposit   379,587    488,988 
   $798,377   $922,620 

 

Advances from Federal Home Loan Bank

 

Deposits are the primary source of funds for our lending and investment activities and for our general business purposes. We can also use advances (borrowings) from the Federal Home Loan Bank (FHLB) to compensate for reductions in deposits or deposit inflows at less than projected levels. At June 30, 2013 outstanding FHLB advances totaled $22.5 million. At June 30, 2013, we had sufficient collateral available to borrow, approximately $13.3 million in additional advances from the FHLB. Advances from the FHLB are secured by our stock in the FHLB, certain securities and substantially all of our first mortgage loans on an individual basis.

 

Subordinated Debentures

 

Two trust subsidiaries of First Financial Service Corporation have together issued a total of $18 million trust preferred securities. The subsidiaries have loaned the sales proceeds from these issuances to us in exchange for junior subordinated deferrable interest debentures. We are not considered the primary beneficiary of these trusts, which are variable interest entities. Therefore the trusts are not consolidated in our financial statements. Rather, the subordinated debentures we have issued to them are shown as a liability. Our investment in the common stock of the trusts was $310,000.

 

The subordinated debentures are considered as Tier 1 capital or Tier 2 capital for the Corporation under current regulatory guidelines. Under such guidelines, capital received from the proceeds of the sale of trust preferred securities cannot constitute more than 25% of the total core capital of the Corporation. Consequently, the amount of subordinated debentures in excess of the 25% limitation constitutes Tier 2 capital for the Corporation. We have the option to defer interest payments on the subordinated debentures from time to time for a period not to exceed five consecutive years.

 

In 2008, one such trust subsidiary issued $8.0 million in trust preferred securities and loaned the sales proceeds to us, which we used to finance the purchase of our Indiana banking operations. The subordinated debentures we issued to the trust mature on June 24, 2038, can be called at par in whole or in part on or after June 24, 2018, and pay a fixed rate of 8% for thirty years.

 

In 2007, the other trust subsidiary issued 30 year cumulative trust preferred securities totaling $10 million at a 10 year fixed rate of 6.69% adjusting quarterly thereafter at LIBOR plus 160 basis points. These securities mature on March 22, 2037, and can be called at par in whole or in part on or after March 15, 2017.

 

On October 29, 2010, we exercised our right to defer regularly scheduled interest payments on both issues of junior subordinated notes relating to outstanding trust preferred securities. We have the right to defer payments of interest for up to 20 consecutive quarterly periods without default or penalty. After such period, we must pay all deferred interest and resume quarterly interest payments or we will be in default. During the deferral period, the subsidiary trusts will likewise suspend payment of dividends on their trust preferred securities. The regular scheduled interest payments will continue to be accrued for payment in the future and reported as an expense for financial statement purposes. As of June 30, 2013, we have deferred a total of eleven quarterly payments and these accrued but unpaid interest payments totaled $3.7 million.

 

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LIQUIDITY

 

Liquidity risk arises from the possibility we may not be able to satisfy current or future financial commitments, or may become unduly reliant on alternative funding sources. The objective of liquidity risk management is to ensure that we can meet the cash flow requirements of depositors and borrowers, as well as our operating cash needs, at a reasonable cost, taking into account all on- and off-balance sheet funding demands. Our investment and funds management policy identifies the primary sources of liquidity, establishes procedures for monitoring and measuring liquidity, and establishes minimum liquidity requirements in compliance with regulatory guidance. The Bank management continually monitors the Bank’s liquidity position with oversight from the Asset Liability Committee.

 

Our banking centers provide access to retail deposit markets. If large certificate depositors shift to our competitors or other markets in response to interest rate changes, we have the ability to replenish those deposits through alternative funding sources. In addition to maintaining a stable core deposit base, we maintain adequate liquidity primarily through the use of investment securities. Traditionally, we have also borrowed from the FHLB to supplement our funding requirements. At June 30, 2013, we had sufficient collateral available to borrow approximately $13.3 million in additional advances from the FHLB. We believe that we have adequate funding sources through unpledged investment securities, repayments of loan principal, investment securities pay downs and potential asset maturities and sales to meet our foreseeable liquidity requirements.

 

At the holding company level, the Corporation uses cash to pay dividends to stockholders, repurchase common stock, make selected investments and acquisitions, and service debt. The main sources of funding for the Corporation include dividends from the Bank, borrowings and access to the capital markets.

 

The primary source of funding for the Corporation has been dividends and returns of investment from the Bank. Kentucky banking laws limit the amount of dividends that may be paid to the Corporation by the Bank without prior approval of the KDFI. Under these laws, the amount of dividends that may be paid in any calendar year is limited to current year’s net income, as defined in the laws, combined with the retained net income of the preceding two years, less any dividends declared during those periods. Our Consent Order requires us to obtain the consent of the Regional Director of the FDIC and the Commissioner of the KDFI to declare and pay cash dividends to the Corporation.

 

The Corporation has also entered into a formal agreement with the Federal Reserve to obtain regulatory approval before declaring any dividends on our common or preferred stock. We will not be able to pay cash dividends on our common stock in the future until we first pay all unpaid dividends on the Senior Preferred Shares and all deferred distributions on our trust preferred securities. We may not redeem shares or obtain additional borrowings without prior approval. Because of these limitations, consolidated cash flows as presented in the consolidated statements of cash flows may not represent cash immediately available to the Corporation. During the first half of 2013, the Bank did not declare or pay any dividends to the Corporation. Cash held by the Corporation at June 30, 2013 was $264,000 compared to cash of $333,000 at December 31, 2012.

 

CAPITAL

 

Stockholders’ equity decreased $9.8 million for the period ended June 30, 2013, primarily due to an increase in unrealized losses on securities available-for-sale during the period. Our average stockholders’ equity to average assets ratio increased to 4.40% for the six months ended June 30, 2013 compared to 4.31% for the 2012 period.

 

On January 9, 2009, we sold $20 million of cumulative perpetual preferred shares, with a liquidation preference of $1,000 per share (the “Senior Preferred Shares”) to the U.S. Treasury (“Treasury”) under the terms of its Capital Purchase Program. The Senior Preferred Shares constitute Tier 1 capital and rank senior to our common shares. The Senior Preferred Shares pay cumulative dividends at a rate of 5% per year for the first five years and will reset to a rate of 9% per year on January 9, 2014.

 

Under the terms of our CPP stock purchase agreement, we also issued Treasury a warrant to purchase an amount of our common stock equal to 15% of the aggregate amount of the Senior Preferred Shares, or $3 million. The warrant entitles Treasury to purchase 215,983 common shares at a purchase price of $13.89 per share. The initial exercise price for the warrant and the number of shares subject to the warrant were determined by reference to the market price of our common stock calculated on a 20-day trailing average as of December 8, 2008, the date Treasury approved our application. The warrant has a term of 10 years and is potentially dilutive to earnings per share.

 

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Effective with the fourth quarter of 2010, we suspended payment of regular quarterly cash dividends on our Senior Preferred Shares. The dividends are cumulative and will continue to be accrued for payment in the future and reported as a preferred dividend requirement that is deducted from income to common shareholders for financial statement purposes.

 

On April 29, 2013, Treasury sold our Senior Preferred Shares to six funds who were the winning bidders in an auction.  Following the sale, the full $20 million stated value of our Senior Preferred Shares remains outstanding and our obligation to pay deferred and future dividends, currently at an annual rate of 5% and increasing to 9% in January 2014, continues until our Senior Preferred Shares are fully retired.

 

During the first six months of 2013, we did not purchase any shares of our common stock. Like our agreement with the Federal Reserve, the terms of our Senior Preferred Shares do not allow us to repurchase shares of our common stock without prior written consent until the Senior Preferred Shares are fully retired.

 

Each of the federal bank regulatory agencies has established minimum leverage capital requirements for banks. Banks must maintain a minimum ratio of Tier 1 capital to adjusted average quarterly assets ranging from 3% to 5%, subject to federal bank regulatory evaluation of an organization’s overall safety and soundness.

 

In its 2012 Consent Order, the Bank agreed to achieve and maintain a Tier 1 capital ratio of 9.0% and a total risk-based capital ratio of 12.0% by June 30, 2012. At June 30, 2013, the Bank’s Tier 1 capital ratio was 7.27% and the total risk-based capital ratio was 12.36%. We notified the bank regulatory agencies that one of the two capital ratios would not be achieved and are continuing our efforts to meet and maintain the required regulatory capital levels and all of the other consent order issues for the Bank.

 

The terms of the 2012 Consent Order and the actions we have taken to attain the capital ratios and meet the other requirements of the Order are described in greater detail in the Overview to this section.

 

The following table shows the ratios of Tier 1 capital, total capital to risk-adjusted assets and the leverage ratios for the Corporation and the Bank as of June 30, 2013.

 

   Capital Adequacy Ratios as of     
   June 30, 2013     
                 
   Regulatory   Ratio Required         
Risk-Based Capital Ratios  Minimums   by Consent Order   The Bank   The Corporation 
Tier 1 capital   4.00%   N/A    11.09%   9.35%
Total risk-based capital   8.00%   12.00%   12.36%   11.29%
Tier 1 leverage ratio   4.00%   9.00%   7.27%   6.14%

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Asset/Liability Management and Market Risk

 

To minimize the volatility of net interest income and exposure to economic loss that may result from fluctuating interest rates, we manage our exposure to adverse changes in interest rates through asset and liability management activities within guidelines established by our Asset Liability Committee (“ALCO”). Comprised of senior management representatives, the ALCO has the responsibility for approving and ensuring compliance with asset/liability management policies. Interest rate risk is the exposure to adverse changes in the net interest income as a result of market fluctuations in interest rates. The ALCO, on an ongoing basis, monitors interest rate and liquidity risk in order to implement appropriate funding and balance sheet strategies. Management considers interest rate risk to be our most significant market risk.

 

We utilize an earnings simulation model to analyze net interest income sensitivity. We then evaluate potential changes in market interest rates and their subsequent effects on net interest income. The model projects the effect of instantaneous movements in interest rates of both 100 and 200 basis points. We also incorporate assumptions based on the historical behavior of our deposit rates and balances in relation to changes in interest rates into the model. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

 

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Our interest sensitivity profile was asset sensitive at June 30, 2013 and December 31, 2012. Given a sustained 100 basis point increase in interest rates, our base net interest income would increase by an estimated 2.55 % at June 30, 2013 compared to an increase of 9.21% at December 31, 2012.

 

We did not run a model simulation for declining interest rates as of June 30, 2013 and December 31, 2012, because the Federal Open Market Committee effectively lowered the Fed Funds Target Rate between 0.00% to 0.25% in December 2008 and therefore, no further short-term rate reductions can occur.

 

Our interest sensitivity at any point in time will be affected by a number of factors. These factors include the mix of interest sensitive assets and liabilities, their relative pricing schedules, market interest rates, deposit growth, loan growth, decay rates and prepayment speed assumptions.

 

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 within our guidelines of acceptable levels of risk-taking. As demonstrated by the June 30, 2013 and December 31, 2012 sensitivity tables, our balance sheet has an asset sensitive position. This means that our earning assets, which consist of loans and investment securities, will change in price at a faster rate than our deposits and borrowings. Therefore, if short term interest rates increase, our net interest income will increase. Likewise, if short term interest rates decrease, our net interest income will decrease.

 

Our sensitivity to interest rate changes is presented based on data as of June 30, 2013 and December 31, 2012 annualized to a one year period.

 

       June 30, 2013 
       Increase in Rates 
       100   200 
(Dollars in thousands)  Base   Basis Points   Basis Points 
             
Projected interest income  $30,350   $34,194   $38,364 
Projected interest expense   6,510    9,746    12,982 
                
Net interest income  $23,840   $24,448   $25,382 
Change from base       $608   $1,542 
% Change from base        2.55%   6.49%

 

       December 31, 2012 
       Increase in Rates 
       100   200 
(Dollars in thousands)  Base   Basis Points   Basis Points 
             
Projected interest income  $34,262   $38,129   $41,653 
Projected interest expense   9,458    11,044    12,631 
                
Net interest income  $24,804   $27,085   $29,022 
Change from base       $2,281   $4,218 
% Change from base        9.21%   17.01%

 

The increase in projected interest expense at June 30, 2013 is related to our $20 million Senior Preferred Shares. Our Senior Preferred Shares remain outstanding and our obligation to pay deferred and future dividends, currently at an annual rate of 5% and increasing to 9% in January 2014, continues until our Senior Preferred Shares are retired.

 

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Item 4. CONTROLS AND PROCEDURES

 

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of June 30, 2013, an evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, management and the Risk Management Committee of our Board of Directors concluded that disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Management is responsible for establishing and maintaining adequate internal controls over financial reporting that are designed to produce reliable financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

There were no other changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

On June 21, 2012, a lawsuit was filed against the Bank in Jefferson County, Kentucky circuit court. River Glen KHLB, LLC and Keith T. Eberenz vs. First Federal Savings Bank of Elizabethtown, Civil Action No. 12CI03473. The plaintiffs allege fraud, negligent misrepresentation, failure to fund various loans, breach of fiduciary duty and breach of the duty of good faith and fair dealing. Plaintiffs seek compensatory and punitive damages, pre-judgment interest, costs including reasonable attorneys’ fees, and equitable relief.  The Bank filed its answer on June 29, 2012 denying the allegations and seeking judgment for the balances due on promissory notes, enforcement of a guaranty contract and an assignment of rents, foreclosure, and the appointment of a receiver. On July 16, 2012, the court appointed an independent manager to preserve and manage the property, collect rents, pay operating expenses, property taxes, insurance premiums and utilities, and pay the monthly loan payment into an escrow fund. Discovery in this matter is ongoing. We intend to vigorously defend the allegations against the Bank and pursue its claims. Management continues to closely monitor this case, but is unable to estimate, at this time, the possible loss or range of possible loss, if any, that may result from this lawsuit.

 

On February 11, 2013, seven plaintiffs filed a lawsuit in federal district court in Louisville, Kentucky against the Bank and two co-defendants. William P. Miller, et al. v. First Federal Savings Bank of Elizabethtown, Inc., et. al., No. 3:13-cv-206 M (W.D. Ky.). Plaintiffs allege they invested in two companies organized by one of the co-defendants, which companies purchased commercial property in Addison, Illinois. Plaintiffs also guaranteed loans made by the Bank to the two companies in the principal amount of $3,125,622.74. Plaintiffs allege that the Bank and the co-defendants engaged in a pattern of fraudulent acts, including violations of federal mail fraud, wire fraud, financial institution fraud and conspiracy statutes, which induced plaintiffs to enter into the guaranty agreement with the Bank. Plaintiffs also allege intentional misrepresentation, negligence, and civil conspiracy against all of the co-defendants. Plaintiffs seek compensatory and punitive damages, as well as treble damages under federal racketeering statutes and court costs and legal fees. The Bank has filed its answer in this matter. In addition, two days after plaintiffs filed their complaint, the Bank filed a foreclosure action in Illinois state court related to the commercial property underlying the Kentucky proceedings. First Federal Savings Bank v. Addent, LLC, et. al., No. 2013-CH-000570 (Illinois Circuit Court, DuPage County). We intend to vigorously defend the allegations against the Bank and pursue the foreclosure action on the underlying property.

 

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Item 1A. Risk Factors

 

Investing in First Financial Service Corporation’s stock involves various risks which are particular to our company, our industry and our market area. We believe all significant risks to investors in First Financial Service Corporation have been outlined in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. However, other risks may prove to be important in the future, and new risks may emerge at any time. We cannot predict with certainty all potential developments which could materially affect our financial performance or condition.  Except as set forth below, there has been no material change to our risk factors as previously disclosed in the above described Annual Report on Form 10-K.

 

Recently adopted changes to capital requirements for bank holding companies and depository institutions may negatively impact First Financial Service Corporation’s and First Federal Savings Bank's results of operations.

 

Beginning January 1, 2015 the Corporation and the Bank will be subject to the new capital regulations of Basel III.  The new regulations establish higher minimum risk-based capital ratio requirements, a new common equity Tier 1 risk-based capital ratio and a new capital conservation buffer.  The new regulations also include revisions to the definition of capital and changes in the risk-weighting of certain assets.  The new regulations establish definitions of “well capitalized” including the capital conservation buffer as a 7.0%  common equity Tier 1 risk-based capital ratio, an 8.5% Tier 1 risk-based capital ratio and a 10.5% total risk-based capital ratio.  The Tier 1 leverage ratio is unchanged from current regulations. 

 

Item 2. Unregistered Sales of Securities and Use of Proceeds

 

We did not repurchase any shares of our common stock during the quarter ended June 30, 2013.

 

Item 3. Defaults Upon Senior Securities

 

Not Applicable

 

Item 4. Mine Safety Disclosures

 

Not Applicable

 

Item 5. Other Information

 

Not Applicable

 

Item 6. Exhibits:

 

  10 Agreement dated June 28, 2013 between the Company and Gregory S. Schreacke terminating 17,250 shares of long-term restricted stock.
     
  31.1 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act
     
  31.2 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act
     
  32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
     
  101 The following financial information from the Quarterly Report of First Financial Service Corporation on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012, (iii) Consolidated Statements of Comprehensive Income/(Loss) for the three and six months ended June 30, 2013 and 2012, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2013, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (vi) Notes to the Unaudited Consolidated Financial Statements.

 

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FIRST FINANCIAL SERVICE CORPORATION

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  August 14, 2013 By: /s/ Gregory S. Schreacke  
    Gregory S. Schreacke
    President
    Principal Executive Officer
    Duly Authorized Representative
     
Date:  August 14, 2013 By:   /s/ Frank Perez  
    Frank Perez
    Chief Financial Officer
    Principal Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit No.   Description
     
10   Agreement dated June 28, 2013 between the Company and Gregory S. Schreacke terminating 17,250 shares of long-term restricted stock.
     
31.1   Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act
     
31.2   Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act
     
32   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 (As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
     
101   The following financial information from the Quarterly Report of First Financial Service Corporation on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012, (iii) Consolidated Statements of Comprehensive Income/(Loss) for the three and six months ended June 30, 2013 and 2012, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2013, (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (vi) Notes to the Unaudited Consolidated Financial Statements.

 

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