UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarter ended June 30, 2004 |
[ ] | Transition report pursuant to Section 13 or 15(d)) of the Securities Exchange Act of 1934 For Transition Period from ________________ to _______________ Commission File Number 000-30447 |
VALLEY COMMUNITY BANCSHARES, INC.
Washington (State or other jurisdiction of incorporation or organization) |
91-1913479 (I.R.S. Employer Identification No.) |
|
1307 East Main, Puyallup, Washington (Address of principal executive offices) |
98372 (Zip Code) |
(253) 848-2316
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
Yes [ ] No [X]
The number of shares of the issuers Common Stock, $1.00 par value, outstanding at August 3, 2004 was 1,238,083.
VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
INDEX TO QUARTERLY REPORT ON FORM 10-Q
i
Item 1. FINANCIAL STATEMENTS
VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(dollars in thousands)
June 30, |
December 31, |
|||||||
2004 |
2003 |
|||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 6,047 | $ | 5,199 | ||||
Interest-bearing deposits with banks |
8,960 | 8,503 | ||||||
Federal funds sold |
6,069 | 9,765 | ||||||
Securities available-for-sale |
34,002 | 38,560 | ||||||
Federal Home Loan Bank stock |
375 | 372 | ||||||
55,453 | 62,399 | |||||||
Loans |
118,878 | 114,261 | ||||||
Less allowance for loan losses |
1,388 | 1,388 | ||||||
Loans, net |
117,490 | 112,873 | ||||||
Accrued interest receivable |
590 | 681 | ||||||
Premises and equipment, net |
5,790 | 5,850 | ||||||
Other assets |
572 | 417 | ||||||
Total assets |
$ | 179,895 | $ | 182,220 | ||||
LIABILITIES |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 35,611 | $ | 34,675 | ||||
Interest-bearing |
119,616 | 122,556 | ||||||
Total deposits |
155,227 | 157,231 | ||||||
Other borrowed funds |
534 | 580 | ||||||
Accrued interest payable |
128 | 145 | ||||||
Other liabilities |
516 | 611 | ||||||
Total liabilities |
156,405 | 158,567 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Common stock, par value $1 per share; 5,000,000 shares authorized; 1,238,083 and 1,175,267
shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively. |
1,238 | 1,175 | ||||||
Additional paid-in capital |
18,760 | 16,903 | ||||||
Retained earnings |
3,540 | 5,204 | ||||||
Accumulated other comprehensive income (loss), net of tax |
(48 | ) | 371 | |||||
Total stockholders equity |
23,490 | 23,653 | ||||||
Total liabilities and stockholders equity |
$ | 179,895 | $ | 182,220 | ||||
The accompanying notes are an integral part of these financial statements
-1-
VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(dollars in thousands, except for per share amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, |
June 30, |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
INTEREST INCOME |
||||||||||||||||
Interest and fees on loans |
$ | 1,873 | $ | 1,942 | $ | 3,716 | $ | 3,846 | ||||||||
Interest on federal funds sold and deposits in banks |
64 | 94 | 129 | 186 | ||||||||||||
Interest on securities |
257 | 262 | 542 | 555 | ||||||||||||
Total interest income |
2,194 | 2,298 | 4,387 | 4,587 | ||||||||||||
INTEREST EXPENSE |
||||||||||||||||
Interest on deposits |
231 | 330 | 451 | 707 | ||||||||||||
Interest on federal funds and other short-term borrowings |
2 | 1 | 3 | 3 | ||||||||||||
Total interest expense |
233 | 331 | 454 | 710 | ||||||||||||
Net interest income |
1,961 | 1,967 | 3,933 | 3,877 | ||||||||||||
PROVISION FOR LOAN LOSSES |
||||||||||||||||
Net interest income after provision
for loan losses |
1,961 | 1,967 | 3,933 | 3,877 | ||||||||||||
NONINTEREST INCOME |
||||||||||||||||
Service charges |
102 | 122 | 207 | 237 | ||||||||||||
Gain on sale of investment securities, net |
7 | 49 | 15 | |||||||||||||
Origination fees on mortgage loans brokered |
50 | 77 | 78 | 201 | ||||||||||||
Other operating income |
96 | 133 | 197 | 218 | ||||||||||||
Total noninterest income |
255 | 332 | 531 | 671 | ||||||||||||
NONINTEREST EXPENSE |
||||||||||||||||
Salaries |
631 | 630 | 1,297 | 1,311 | ||||||||||||
Employee benefits |
159 | 163 | 336 | 339 | ||||||||||||
Occupancy |
145 | 133 | 285 | 272 | ||||||||||||
Equipment |
121 | 104 | 236 | 215 | ||||||||||||
Other operating expenses |
500 | 500 | 974 | 997 | ||||||||||||
Total noninterest expense |
1,556 | 1,530 | 3,128 | 3,134 | ||||||||||||
INCOME BEFORE INCOME TAX |
660 | 769 | 1,336 | 1,414 | ||||||||||||
PROVISION FOR INCOME TAX |
206 | 242 | 414 | 442 | ||||||||||||
NET INCOME |
$ | 454 | $ | 527 | $ | 922 | $ | 972 | ||||||||
EARNINGS PER SHARE |
||||||||||||||||
Basic |
$ | 0.37 | $ | 0.43 | $ | 0.75 | $ | 0.79 | ||||||||
Diluted |
$ | 0.36 | $ | 0.43 | $ | 0.74 | $ | 0.79 | ||||||||
Weighted average shares outstanding |
1,238,083 | 1,230,566 | 1,237,180 | 1,230,345 | ||||||||||||
Weighted average diluted shares outstanding |
1,246,818 | 1,235,507 | 1,246,061 | 1,235,285 |
The accompanying notes are an integral part of these financial statements
-2-
VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(dollars in thousands, except for per share amounts)
Six Months Ended | ||||||||
June 30, |
||||||||
2004 |
2003 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net income |
$ | 922 | $ | 972 | ||||
Adjustments to reconcile net income to net cash from operating activities: |
||||||||
Depreciation |
233 | 229 | ||||||
Deferred income tax |
(23 | ) | (7 | ) | ||||
Net amortization on securities |
142 | 151 | ||||||
FHLB stock dividends |
(7 | ) | (11 | ) | ||||
Gain on sale of securities available-for-sale |
(49 | ) | (15 | ) | ||||
Amortization of intangible assets |
19 | 23 | ||||||
Deferred gain on the sale of real estate |
211 | |||||||
Amortization of deferred gain on sale of real estate |
(38 | ) | ||||||
Changes in operating assets and liabilities: |
||||||||
Decrease in accrued interest receivable |
91 | 39 | ||||||
Increase in accrued interest payable |
(17 | ) | (79 | ) | ||||
Decrease in other assets |
33 | 3 | ||||||
Decrease in other liabilities |
(73 | ) | (41 | ) | ||||
Net cash from operating activities |
1,271 | 1,437 | ||||||
Net decrease (increase) in federal funds sold |
3,696 | (1,914 | ) | |||||
Net decrease (increase) in interest-bearing deposits with banks |
(457 | ) | 8,306 | |||||
Purchase of securities available-for-sale |
(5,684 | ) | (17,107 | ) | ||||
Proceeds from sales of securities available-for-sale |
2,579 | 2,672 | ||||||
Proceeds from maturities of securities available-for-sale |
6,935 | 9,462 | ||||||
Federal Home Loan Bank stock redeemed |
4 | 37 | ||||||
Net increase in loans |
(4,617 | ) | (4,842 | ) | ||||
Additions to premises and equipment |
(163 | ) | (80 | ) | ||||
Sale of real estate held for investment |
224 | |||||||
Net cash from investing activities |
2,293 | (3,242 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net increase (decrease) in deposits |
(2,004 | ) | 4,164 | |||||
Net increase (decrease) in other borrowed funds |
2 | (129 | ) | |||||
Payment on other borrowed money |
(48 | ) | (48 | ) | ||||
Cash dividends paid |
(715 | ) | (675 | ) | ||||
Stock options exercised |
49 | 11 | ||||||
Net cash from financing activities |
(2,716 | ) | 3,323 | |||||
NET INCREASE IN CASH AND DUE FROM BANKS |
848 | 1,518 | ||||||
CASH AND DUE FROM BANKS, beginning of year |
5,199 | 4,847 | ||||||
CASH AND DUE FROM BANKS, at end of period |
$ | 6,047 | $ | 6,365 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||
Cash payments for |
||||||||
Interest |
$ | 471 | $ | 789 | ||||
Income taxes |
464 | 317 | ||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES |
||||||||
Unrealized losses on securities available-for-sale |
$ | (635 | ) | $ | (64 | ) | ||
Deferred tax on unrealized losses on securities available-for-sale |
216 | 22 | ||||||
Distribution of five percent stock dividend |
1,871 | 1,389 |
The accompanying notes are an integral part of these financial statements
-3-
VALLEY COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Description of Business and Basis of Presentation
Description of Business
Valley Community Bancshares, Inc. (the Company) is a Washington State bank holding company headquartered in Puyallup, Washington. The Company conducts its business primarily through its wholly owned bank subsidiary, Valley Bank. Valley Bank is referred to as the Bank in this Form 10-Q.
The Companys main office is located in Puyallup, Washington, which also serves as the main office of the Bank. The Bank provides a full range of commercial banking services to small and medium-sized businesses, professionals and other individuals through eight banking offices located in Puyallup, Auburn, and Kent, Washington, and their environs.
The Bank also provides mortgage banking services to its customers through Puget Sound Mortgage Brokers, a division of the Bank.
The principal sources of the Companys revenue are (i) interest and fees on loans; (ii) deposit service charges; (iii) merchant credit card processing fees; (iv) interest bearing deposits with Bank; (v) interest on investments (principally government securities) and (vi) origination fees on mortgage loans brokered. The Banks lending activity consists of short-to-medium-term commercial and consumer loans, including operating loans and lines of credit, equipment loans, automobile loans, recreational vehicle and truck loans, personal loans or lines of credit, home improvement loans and rehabilitation loans. The Bank also offers cash management services, merchant credit card processing, safe deposit boxes, wire transfers, direct deposit of payroll and social security checks, automated teller machine access, and automatic drafts for various accounts.
Basis of Presentation
The condensed consolidated financial statements have been prepared by the Company, for the three months and six months ended June 30, 2004 and June 30, 2003, without audit by the Companys independent auditors. However, the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Companys management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made. The consolidated balance sheet of the Company as of December 31, 2003 has been derived from the audited consolidated balance sheet of the Company as of that date. The results of operations for the three months and six months ended June 30, 2004, are not necessarily indicative of the results to be anticipated for the year ending December 31, 2004.
Certain information and note disclosures normally included in the Companys annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with a reading of the financial statements for the year ended December 31, 2003 and notes thereto included in the Companys Form 10-K filed with the Securities and Exchange Commission. Certain amounts in the 2003 financial statements have been reclassified to conform to the 2004 presentation.
Note 2 Stock Option Plan
The Company accounts for the stock option plan under recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations using the intrinsic value method. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition method as provided under FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
-4-
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended | Six Months Ended | |||||||||||||||
Stock Option Plan | June 30, |
June 30, |
||||||||||||||
In thousands, except for per-share amounts |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Pro forma disclosures: |
||||||||||||||||
Net income as reported |
$ | 454 | $ | 527 | $ | 922 | $ | 972 | ||||||||
Additional compensation for fair
value of stock options |
1 | (2 | ) | (5 | ) | (4 | ) | |||||||||
Pro forma net income |
$ | 455 | $ | 525 | $ | 917 | $ | 968 | ||||||||
Earnings per share: |
||||||||||||||||
Basic |
||||||||||||||||
As reported |
$ | 0.37 | $ | 0.43 | $ | 0.75 | $ | 0.79 | ||||||||
Pro forma |
$ | 0.37 | $ | 0.43 | $ | 0.74 | $ | 0.79 | ||||||||
Diluted |
||||||||||||||||
As reported |
$ | 0.36 | $ | 0.43 | $ | 0.74 | $ | 0.79 | ||||||||
Pro forma |
$ | 0.36 | $ | 0.43 | $ | 0.74 | $ | 0.78 |
Note 3 - Earnings per share
Basic earnings per share amounts are computed based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock dividends and stock splits. Diluted earnings per share amounts are computed by determining the number of additional shares that are deemed outstanding due to stock options under the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per share for the three months and six months ended June 30, 2004 and 2003 (dollars in thousands, except per share amounts):
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended | Three Months Ended | |||||||||||||||
June 30, |
June 30, |
|||||||||||||||
Earnings Per Share |
2004 |
2003 |
2004 |
2003 |
||||||||||||
NUMERATOR: |
||||||||||||||||
Net income |
$ | 454 | $ | 527 | $ | 922 | $ | 972 | ||||||||
DENOMINATOR: |
||||||||||||||||
Denominator for basic earnings per share: |
1,238,083 | 1,230,566 | 1,237,180 | 1,230,345 | ||||||||||||
Weighted average shares |
||||||||||||||||
Effect of diluted securities stock options |
8,735 | 4,941 | 8,881 | 4,940 | ||||||||||||
Denominator for diluted earnings per share: |
||||||||||||||||
Weighted average shares and assumed
conversion of diluted stock options |
1,246,818 | 1,235,507 | 1,246,061 | 1,235,285 | ||||||||||||
Basic earnings per share |
$ | 0.37 | $ | 0.43 | $ | 0.75 | $ | 0.79 | ||||||||
Diluted earnings per share |
$ | 0.36 | $ | 0.43 | $ | 0.74 | $ | 0.79 |
Note 4 Comprehensive Income
Total comprehensive income, which includes net income and unrealized gains and losses on the Companys available-for-sale securities, amounted to $(6,000) and $543,000, for the three months ended June 30, 2004 and 2003, respectively. Total comprehensive income, amounted to $503,000 and $930,000, for the six months ended June 30, 2004 and 2003, respectively.
-5-
Note 5 Investment Securities
Investment securities have been classified as available-for-sale in according with managements intent. The carrying amount of securities and their estimated fair values are as follows (in thousands):
June 30, 2004
Securities Available-For-Sale
Gross | Gross Unrealized Losses |
|||||||||||||||||||
Amortized | Unrealized | Less than | 12 Months | Fair | ||||||||||||||||
Cost |
Gains |
12 Months |
or More |
Value |
||||||||||||||||
U.S. Treasury and U.S. Government
corporations and agencies |
$ | 10,887 | $ | 8 | $ | 128 | $ | $ | 10,767 | |||||||||||
State and political subdivisions |
8,186 | 205 | 80 | 8,311 | ||||||||||||||||
Mortgage-backed securities |
15,001 | 70 | 141 | 6 | 14,924 | |||||||||||||||
$ | 34,074 | $ | 283 | $ | 349 | $ | 6 | $ | 34,002 | |||||||||||
December 31, 2003
Securities Available-For-Sale
Gross | Gross Unrealized Losses |
|||||||||||||||||||
Amortized | Unrealized | Less than | 12 Months | Fair | ||||||||||||||||
Cost |
Gains |
12 Months |
or More |
Value |
||||||||||||||||
U.S. Treasury and U.S. Government
corporations and agencies |
$ | 13,614 | 109 | $ | 2 | $ | $ | 13,721 | ||||||||||||
State and political subdivisions |
7,421 | 361 | 4 | 7,778 | ||||||||||||||||
Mortgage-backed securities |
16,964 | 151 | 54 | 17,061 | ||||||||||||||||
$ | 37,999 | 621 | $ | 60 | $ | $ | 38,560 | |||||||||||||
At June 30, 2004 and December 31, 2003, there were approximately 52 and 20 investment securities, respectively, that had fair values less than amortized cost and therefore contains unrealized losses. The Company has evaluated these securities and has determined that the decline in value is temporary and is related to the change in market interest rates since purchase. The decline in value is not related to any company or industry specific event. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment.
Note 6 Loans
The major classifications of loans at June 30, 2004 and December 31, 2003 are summarized as follows (dollars in thousands):
VALLEY COMMUNITY BANCSHARES, INC.
June 30, | December 31, | |||||||||||||||
2004 |
2003 |
|||||||||||||||
Loan Portfolio (dollars in thousands) |
Amount |
Percent |
Amount |
Percent |
||||||||||||
Real Estate |
||||||||||||||||
Construction |
$ | 10,951 | 9.2 | % | $ | 9,913 | 8.7 | % | ||||||||
Residential |
11,099 | 9.3 | % | 12,095 | 10.6 | % | ||||||||||
Commercial |
63,417 | 53.3 | % | 65,114 | 56.9 | % | ||||||||||
Commercial |
31,371 | 26.4 | % | 24,872 | 21.7 | % | ||||||||||
Consumer and other |
2,177 | 1.8 | % | 2,409 | 2.1 | % | ||||||||||
Lease financing |
52 | 0.0 | % | 63 | 0.0 | % | ||||||||||
Total loans |
119,067 | 100.0 | % | 114,466 | 100.0 | % | ||||||||||
Deferred loan fees |
(189 | ) | (205 | ) | ||||||||||||
Net loans |
$ | 118,878 | $ | 114,261 | ||||||||||||
-6-
Note 7 Allowance for Loan Losses
Management analyzes the loan portfolio to determine the adequacy of the allowance for loan losses and the appropriate provision required to maintain an adequate allowance. In assessing the adequacy of the allowance, management reviews the size, quality and risks of loans in the portfolio and considers factors such as specific known risks, past experience, the status and amount of nonperforming assets and economic conditions. A specific percentage is allocated to each major classification and not specifically reserved while additional amounts are added for individual loans considered to have specific loss potential. Loans identified as losses are charged-off. Based on total allocations, the provision is recorded to maintain the allowance at a level deemed appropriate by management. While management uses available information to recognize losses on loans, there can be no assurance that future additions to the allowance will not be necessary.
The allowance for loan losses at June 30, 2004 and December 31, 2003, totaled $1,388,000. Management believes that the allowance for loan losses at June 30, 2004 adequately reflects the risks in the loan portfolio. Various regulatory agencies, as an integral part of their examination process, periodically review the Banks allowance for loan losses. Such agencies may require the Bank to recognize changes to the allowance based on their judgments of information available to them at the time of their examination.
The following table summarizes the activity in the allowance for loan losses (dollars in thousands):
VALLEY COMMUNITY BANCSHARES, INC.
Loan Loss Experience
Three and six months June 30, |
||||||||
2004 |
2003 |
|||||||
Balance at beginning of period |
$ | 1,388 | $ | 1,388 | ||||
Charge-offs |
||||||||
Recoveries: |
||||||||
Net recoveries |
-0- | -0- | ||||||
Additions charged to operations |
||||||||
Balance at end of period |
$ | 1,388 | $ | 1,388 | ||||
Note 8 Business Segment Information
Beginning January 1999 and through December 2002, the Company owned two community-banking institutions, Puyallup Valley Bank and Valley Bank. These banks were managed at the subsidiary bank level. Each subsidiary bank had a board of directors and an executive management team responsible for the operation and performance of the respective subsidiary bank.
On January 17, 2003, the Company merged the subsidiary banks into one community bank named Valley Bank. In addition, the company consolidated its board of directors and executive management team into a new organizational structure, while converting separated banking systems into a single operation. As a result of these system and organizational changes, the financial information that is used by the chief operating decision maker in allocating resources and assessing performance is only provided for one reportable segment for the three months and six months ended June 30, 2004 and 2003.
Note 9 Recent Accounting Pronouncements
During the second quarter ended June 30, 2004 the Financial Accounting Standard Board (FASB) did not issue any new accounting pronouncements.
-7-
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies
The preparation of the Companys consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. The Company considers the allowance for loan loss a critical accounting policy subject to estimate. For a full discussion of the Companys methodology of assessing the adequacy of the allowance for loan losses, see Managements Discussion and Analysis of Financial Condition and Results of Operation in the Companys 2003 Annual Report on Form 10-K.
Results of Operations
The following table shows the various performance ratios for the Company for the three months and six months ended June 30, 2004 and 2003, respectively:
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
Selected Financial Data 1 (dollars in thousands, except per share amounts) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Financial Performance |
||||||||||||||||
Net Income |
$ | 454 | $ | 527 | $ | 922 | $ | 972 | ||||||||
Average Assets |
178,738 | 175,062 | 178,652 | 173,903 | ||||||||||||
Average Stockholders Equity |
23,620 | 22,581 | 23,564 | 22,348 | ||||||||||||
Return on Assets (net income divided by average assets) |
1.02 | % | 1.21 | % | 1.04 | % | 1.13 | % | ||||||||
Return on Equity (net income divided by average equity) |
7.73 | % | 9.36 | % | 7.87 | % | 8.77 | % | ||||||||
Net Interest Margin (net interest income (tax adjusted) |
||||||||||||||||
Divided by earning assets) |
4.83 | % | 4.94 | % | 4.83 | % | 4.93 | % | ||||||||
Efficiency Ratio (noninterest expense divided by
noninterest income plus net interest income) |
70.22 | % | 66.55 | % | 70.07 | % | 68.91 | % | ||||||||
Ratio of noninterest income to average assets |
3.50 | % | 3.51 | % | 3.52 | % | 3.63 | % |
The Company earned net income of $454,000 or $0.36 per diluted share for the three months ended June 30, 2004, compared to net income of $527,000 or $0.43 per diluted share, for the three-months ended June 30, 2003, a decrease of 13.9 percent. The Companys return on average assets was 1.02 percent for the three months ended June 30, 2004, compared to 1.21 percent for the three months ended June 30, 2003. The decrease in net income for the three months ended June 30, 2004 was the result of decreases in net interest income and noninterest income and a increase in noninterest expense.
The Company earned net income of $922,000 or $0.74 per diluted share for the six months ended June 30, 2004, compared to net income of $972,000 or $0.79 per diluted share, for the six months ended June 30, 2003, a decrease of 5.1 percent. The Companys return on average assets was 1.04 percent for the six months ended June 30, 2004, compared to 1.13 percent for the six months ended June 30, 2003. The decrease in net income for the six months ended June 30, 2004 was the result of a decrease in noninterest income partially offset by a increase in net interest income and a decrease in noninterest expense.
The major factors impacting net income for the three months ended June 30, 2004 are as follows:
| A continued decrease in net interest margin resulting from loan customers refinancing their fixed rate loans to a lower interest rate. |
| Service charges on deposit accounts, primarily NSF fees, decreased in 2004. |
1 | The computation of the ratios is based on the recorded assets and liabilities after the effect of changes in market values of securities available for sale. |
-8-
| Origination fees on mortgage loans brokered declined as residential loan customers slowed their mortgage refinancing activity. |
| Noninterest expense increased largely as a result of higher equipment expense associated with the re-signage of the Bank. |
| Included in 2003 was the amortization of a deferred gain on the sale of real estate held for investment. |
The Company anticipates higher non-interest expenses during the third quarter of 2004 when the implementation of the Banks internet banking product is completed. The Company does not anticipate sufficient revenues to offset the added costs of this product, as a result profitability is anticipated to be negatively impacted on a go forward basis.
Net Interest Income
Net interest income is the most significant component contributing to net income. It is the difference between interest earned on earning assets (primarily loans and investments) and interest paid on interest bearing liabilities (deposits and borrowings). The volume of and yields earned on earning assets and the volume of and the rates paid on interest bearing liabilities determine net interest income. Interest earned and interest paid is also affected by general economic conditions, particularly changes in market interest rates, and by government policies and the action of regulatory authorities.
The earnings on certain assets are exempt from federal income tax. It is customary in the financial services industry to analyze changes in net interest income on a tax equivalent (TE) basis. TE is a non-GAAP performance measure used by management in operating the business, which management believes provides investors with a more accurate picture of the interest margin for comparative purposes. Under this method, nontaxable income from loans and investments is adjusted to an amount, which would have been earned if such income were subject to federal income tax.
The discussion below presents an analysis based on tax equivalent amounts at a 34% tax rate.
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended June 30, |
||||||||||||||||
Net Interest Income, adjusted to a Tax Equivalent Basis (dollars in thousands), |
2004 |
2003 |
Six Months Ended June 30, |
|||||||||||||
Interest income, as reported |
$ | 2,194 | $ | 2,298 | $ | 4,387 | $ | 4,587 | ||||||||
Effect of tax exempt income |
40 | 34 | 79 | 66 | ||||||||||||
TE interest income |
2,234 | 2,332 | 4,466 | 4,653 | ||||||||||||
Interest expense |
233 | 331 | 454 | 710 | ||||||||||||
TE net interest income |
$ | 2,001 | $ | 2,001 | $ | 4,012 | $ | 3,943 | ||||||||
TE net interest income, divided by average earning assets is referred to as net interest margin. For the three months ended June 30, 2004 the Companys net interest margin was 4.83 percent compared to 4.94 percent for the three months ended June 30, 2003. For the six months ended June 30, 2004 the Companys net interest margin was 4.83 percent compared to 4.93 percent for the six months ended June 30, 2003.
TE interest income was $2,234,000 and $4,466,000 for the three months and six months ended June 30, 2004, respectively compared to $2,332,000 and $4,653,000 for the three months and six months ended June 30, 2003, respectively. The yield on interest-earning assets decreased to 5.39 percent for the three months ended June 30, 2004 compared to 5.76 percent during the same period a year ago and decreased to 5.37 percent for the six months ended June 30, 2004 compared to 5.82 percent during the same period a year ago. The three month and six month decrease was the result of a decrease in the yield earned on earning assets partially offset by the additional earnings received on the increased volume of earning assets.
Interest expense was $233,000 and $454,000 for the three months and six months ended June 30, 2004, respectively compared to $331,000 and $710,000 for the three months and six months ended June 30, 2003, respectively. The cost of funds decreased to 0.78 percent for the three months ended June 30, 2004 compared to 1.10 percent during the same period a year ago and decreased to 0.76 percent for the six months ended June 30, 2004 compared to 1.19 percent
-9-
during the same period a year ago. The three month and six month decrease was due to a decrease in the Companys cost of funds resulting from low market interest rates.
Market interest rates continue to be at historical lows as a result of a slow national and regional economy and because of an aggressively accommodating Federal Reserve monetary policy beginning in 2001. The significant decrease in market interest rates initially had a positive impact on the Companys net interest margin as the Company experienced a greater reduction in deposit costs in comparison to the reduction in the earnings on loans and investments. However, during 2003 and 2004 market interest remained relatively low which resulted in a greater reduction in the earnings on loans and investments as compared to the reduction in deposit costs.
The Companys current interest rate risk position suggests that in the event of an increase in market interest rates, the Companys TE net interest income and margin may decrease. The decrease results because the Company has a greater amount of interest bearing liabilities subject to repricing when compared to the repricing of interest earning assets. Any TE net interest income and margin decrease is dependent on the timing and magnitude of any interest rate increase. Therefore, the decrease may be somewhat offset because the rate paid on deposits, with administered interest rates, generally do not increase as rapidly as an account whose rates change with market interest rates. In the event of continued low market interest rates, the Company anticipates a further decrease in net interest margin as interest-earning assets reprice to the lower interest rate levels while the ability to lower deposit rates is somewhat limited.
The following table sets forth information concerning the Companys average balance and average interest rates earned or paid, interest rate spread and net interest margin for the three months ended June 30, 2004 and 2003:
VALLEY COMMUNITY BANCSHARES, INC.
For the Three Months Ended June 30, |
||||||||||||||||||||||||
2004 |
2003 |
|||||||||||||||||||||||
Average | Revenue/ | Yield/ | Average | Revenue/ | Yield/ | |||||||||||||||||||
AVERAGE BALANCES AND INTEREST RATES EARNED/PAID (dollars in thousands) |
Balance |
Expense |
Rate |
Balance |
Expense |
Rate |
||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||||||
Loans (including fees) 1 |
$ | 117,915 | $ | 1,873 | 6.39 | % | $ | 110,307 | $ | 1,942 | 7.06 | % | ||||||||||||
Investment securities 2 3 |
34,938 | 297 | 3.42 | % | 33,398 | 303 | 3.64 | % | ||||||||||||||||
Other earning assets |
13,894 | 64 | 1.85 | % | 18,712 | 94 | 2.01 | % | ||||||||||||||||
Total Interest-earning assets |
166,747 | 2,234 | 5.39 | % | 162,417 | 2,332 | 5.76 | % | ||||||||||||||||
Total noninterest-earning assets |
11,991 | 12,645 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 178,738 | $ | 175,062 | ||||||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||||||
Deposits |
$ | 118,725 | $ | 231 | 0.78 | % | $ | 119,970 | $ | 330 | 1.10 | % | ||||||||||||
Other borrowed funds |
797 | 2 | 1.01 | % | 460 | 1 | 0.87 | % | ||||||||||||||||
Total Interest-bearing liabilities |
119,522 | 233 | 0.78 | % | 120,430 | 331 | 1.10 | % | ||||||||||||||||
Noninterest-bearing liabilities |
35,596 | 32,051 | ||||||||||||||||||||||
Stockholders equity |
23,620 | 22,581 | ||||||||||||||||||||||
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY |
$ | 178,738 | $ | 175,062 | ||||||||||||||||||||
Net interest spread |
$ | 2,001 | 4.60 | % | $ | 2,001 | 4.65 | % | ||||||||||||||||
Margin Analysis |
||||||||||||||||||||||||
TE interest income/earning assets |
$ | 2,234 | 5.39 | % | $ | 2,332 | 5.76 | % | ||||||||||||||||
Interest expense/earning assets |
233 | 0.56 | % | 331 | 0.82 | % | ||||||||||||||||||
Net interest margin |
$ | 2,001 | 4.83 | % | $ | 2,001 | 4.94 | % | ||||||||||||||||
The following table sets forth information concerning the Companys average balance and average interest rates earned or paid, interest rate spread and net interest margin for the six months ended June 30, 2004 and 2003:
1 | Average loan balance includes nonaccrual loans, if any. Interest income on nonaccrual loans has been included. | |
2 | Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental rate of 34%. | |
3 | The yield on investment securities is calculated using historical cost basis. |
-10-
VALLEY COMMUNITY BANCSHARES, INC.
For the Six Months Ended June 30, |
||||||||||||||||||||||||
2004 |
2003 |
|||||||||||||||||||||||
Average | Revenue/ | Yield/ | Average | Revenue/ | Yield/ | |||||||||||||||||||
AVERAGE BALANCES AND INTEREST RATES EARNED/PAID (dollars in thousands) |
Balance |
Expense |
Rate |
Balance |
Expense |
Rate |
||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||||||
Loans
(including fees) 1 |
$ | 116,623 | $ | 3,716 | 6.41 | % | $ | 108,616 | $ | 3,846 | 7.14 | % | ||||||||||||
Investment
securities 2 3 |
36,018 | 621 | 3.47 | % | 32,517 | 621 | 3.85 | % | ||||||||||||||||
Other earning assets |
14,242 | 129 | 1.82 | % | 20,158 | 186 | 1.86 | % | ||||||||||||||||
Total Interest-earning assets |
166,883 | 4,466 | 5.37 | % | 161,291 | 4,653 | 5.82 | % | ||||||||||||||||
Total noninterest-earning assets |
11,769 | 12,612 | ||||||||||||||||||||||
TOTAL ASSETS |
$ | 178,652 | $ | 173,903 | ||||||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||||||
Deposits |
$ | 119,395 | $ | 451 | 0.76 | % | $ | 119,569 | $ | 707 | 1.19 | % | ||||||||||||
Other borrowed funds |
638 | 3 | 0.95 | % | 472 | 3 | 1.28 | % | ||||||||||||||||
Total Interest-bearing liabilities |
120,033 | 454 | 0.76 | % | 120,041 | 710 | 1.19 | % | ||||||||||||||||
Noninterest-bearing liabilities |
35,055 | 31,514 | ||||||||||||||||||||||
Stockholders equity |
23,564 | 22,348 | ||||||||||||||||||||||
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY |
$ | 178,652 | $ | 173,903 | ||||||||||||||||||||
Net interest spread |
$ | 4,012 | 4.61 | % | $ | 3,943 | 4.63 | % | ||||||||||||||||
Margin Analysis |
||||||||||||||||||||||||
TE interest income/earning assets |
$ | 4,466 | 5.38 | % | $ | 4,653 | 5.82 | % | ||||||||||||||||
Interest expense/earning assets |
454 | 0.55 | % | 710 | 0.89 | % | ||||||||||||||||||
Net interest margin |
$ | 4,012 | 4.83 | % | $ | 3,943 | 4.93 | % | ||||||||||||||||
1 | Average loan balance includes nonaccrual loans, if any. Interest income on nonaccrual loans has been included. | |
2 | Tax-exempt income has been adjusted to a tax-equivalent basis using an incremental rate of 34%. | |
3 | The yield on investment securities is calculated using historical cost basis. |
-11-
The following table sets forth information concerning the Companys change in TE net interest income for the period that are attributable to changes in interest rate and changes in volume for the three months and six month ended June 30, 2004 compared to the three months and six months ended June 30, 2003:
VALLEY COMMUNITY BANCSHARES, INC.
2004 Compared to 2003 |
||||||||||||
Volume/Rate Analysis 1 For the Three Months ended June 30, (dollars in thousands) |
Volume |
Rate |
Net |
|||||||||
TE Interest income |
||||||||||||
Loans
(including fees) 2 |
$ | 126 | $ | (195 | ) | $ | (69 | ) | ||||
Investment
securities 3 |
13 | (12 | ) | 1 | ||||||||
Other earning assets |
(32 | ) | 2 | (30 | ) | |||||||
107 | (205 | ) | (98 | ) | ||||||||
Interest-bearing liabilities |
||||||||||||
Total deposits |
(3 | ) | (96 | ) | (99 | ) | ||||||
Other borrowed funds |
1 | 1 | ||||||||||
(2 | ) | (96 | ) | (98 | ) | |||||||
$ | 109 | $ | (109 | ) | $ | 0 | ||||||
VALLEY COMMUNITY BANCSHARES, INC.
2004 Compared to 2003 |
||||||||||||
Volume/Rate Analysis 1 For the Six Months ended June 30, (dollars in thousands) |
Volume |
Rate |
Net |
|||||||||
TE Interest income |
||||||||||||
Loans
(including fees) 2 |
$ | 277 | $ | (407 | ) | $ | (130 | ) | ||||
Investment
securities 3 |
64 | (64 | ) | |||||||||
Other earning assets |
(76 | ) | 19 | (57 | ) | |||||||
265 | (452 | ) | (187 | ) | ||||||||
Interest-bearing liabilities |
||||||||||||
Total deposits |
(1 | ) | (255 | ) | (256 | ) | ||||||
Other borrowed funds |
1 | (1 | ) | |||||||||
0 | (256 | ) | (256 | ) | ||||||||
$ | 265 | $ | (196 | ) | $ | 69 | ||||||
1 | The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each. | |
2 | Balances of nonaccrual loans, if any, and related income recognized have been included for computational purposes. | |
3 | Tax-exempt income has been converted to a tax-equivalent basis using an incremental rate of 34%. |
-12-
Provision for loan losses
Provisions for loan losses reduce net interest income. The Company provided $0 for loan losses for the three months and six months ended June 30, 2004 and 2003.
Management believes the amount of the allowance for loan losses to be adequate to absorb losses in the current portfolio. This belief is based upon managements continuing evaluation of inherent risks in the current loan portfolio, current levels of classified assets, and economic factors. The Company will continue to monitor the allowance and make future adjustments to the allowance as conditions dictate. For further discussion regarding the allowance for loan losses, see the discussion on allowance for loan losses under Risk Elements.
Noninterest income and expense
Net income is increased by noninterest income (primarily service charges, origination fees on mortgage loans brokered, and other operating income) and reduced by noninterest expenses (primarily salaries and employee benefits, occupancy, equipment, and other operating expenses).
Noninterest income was $255,000 and $531,000 for the three months and six months ended June 30, 2004, respectively, compared to $332,000 and $671, 000 during the same respective periods a year ago.
The decrease in noninterest income was the result of lower deposit service charges (NSF fees), lower loan origination fees on mortgage loans brokered, and a decrease in the amortization of deferred gain on the sale of real estate. The decrease was partially offset by gains realized on the sale of investment securities. The significant reduction in origination fees on mortgage loans brokered is the result of residential loan customer reducing their demand for mortgage refinance loans. The reduction in demand occurred because most mortgage loan refinance customers refinanced their mortgages shortly after the Federal Reserve lowered interest rates for the last time in 2003. Included in 2003 was the amortization of a portion of the $211,000 deferred gain realized on the sale of real estate that the Bank previously held for investment purpose.
The following table sets forth information concerning the various components of the Companys noninterest income for the three months and six months ended June 30, 2004 and 2003, respectively:
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended June 30, |
Three Months Ended June 30, |
|||||||||||||||
Noninterest Income (dollars in thousands) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Noninterest Income |
||||||||||||||||
Service charges |
$ | 102 | $ | 122 | $ | 207 | $ | 237 | ||||||||
Gain on sale of investment securities, net |
7 | 49 | 15 | |||||||||||||
Origination fees on mortgage loans brokered |
50 | 77 | 78 | 201 | ||||||||||||
Mutual fund and insurance commissions |
4 | 5 | 25 | 14 | ||||||||||||
Customer
check charges |
12 | 5 | 23 | 8 | ||||||||||||
ATM and debit card |
38 | 37 | 69 | 68 | ||||||||||||
Merchant bank card income, net |
20 | 22 | 32 | 37 | ||||||||||||
Amortization of deferred gain on sale of real estate |
38 | 38 | ||||||||||||||
Other |
22 | 26 | 48 | 53 | ||||||||||||
Total noninterest income |
$ | 255 | $ | 332 | $ | 531 | $ | 671 | ||||||||
Noninterest expense was $1,556,000 and $3,128,000 for the three months and six months ended June 30, 2004, respectively, compared to $1,530,000 and $3,134,000 during the same respective periods a year ago.
The decrease in noninterest expense was primarily the result of decreased salaries and employee benefits and from lower professional fees. The 2004 decrease in salaries and benefits was the result of decreased commissions paid to residential mortgage originators resulting from a drop in mortgage refinancing activity. The decrease in professional fees in 2004 occurred largely as a result of non-recurring merger related expenses (between Puyallup Valley Bank and Valley Bank) that were paid in 2003. The percentage of noninterest expense to average assets was 3.50 percent for the three months ended June 30, 2004, compared to 3.51 percent during the same period last year
-13-
The following table sets forth information concerning the various components of the Companys noninterest expense for the three months and six months ended June 30, 2004 and 2003, respectively:
VALLEY COMMUNITY BANCSHARES, INC.
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
Noninterest Expense (dollars in thousands) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Noninterest Expense |
||||||||||||||||
Salaries |
$ | 631 | $ | 630 | $ | 1,297 | $ | 1,311 | ||||||||
Employee benefits |
159 | 163 | 336 | 339 | ||||||||||||
Occupancy |
145 | 133 | 285 | 272 | ||||||||||||
Equipment |
121 | 104 | 236 | 215 | ||||||||||||
Operating |
131 | 139 | 261 | 278 | ||||||||||||
Software |
50 | 52 | 99 | 105 | ||||||||||||
Advertising and marketing |
43 | 44 | 72 | 75 | ||||||||||||
Professional |
54 | 51 | 114 | 132 | ||||||||||||
Directors |
28 | 28 | 56 | 56 | ||||||||||||
ATM and debit card |
39 | 44 | 74 | 76 | ||||||||||||
Business and occupation tax |
37 | 35 | 68 | 67 | ||||||||||||
Other |
118 | 107 | 230 | 208 | ||||||||||||
Total noninterest expense |
$ | 1,556 | $ | 1,530 | $ | 3,128 | $ | 3,134 | ||||||||
The Companys efficiency ratio, which is the ratio of noninterest expense to net interest income plus noninterest income, was 70.1 percent for the six months ended June 30, 2004 compared to 68.9 percent for the six months ended June 30, 2003.
Provision for income tax
The Companys provision for income tax is a significant reduction of operating income. The provision for the three months ended June 30, 2004, was $206,000 compared to $242,000 for the three months ended June 30, 2003. The provision for the six months ended June 30, 2004, was $414,000 compared to $442,000 for the six months ended June 30, 2003. The provision represents an effective tax rate of 31 percent during 2004 and 2003, respectively. The Companys marginal tax rate is currently 34 percent. The difference between the Companys effective and marginal tax rate is primarily related to investments made in tax-exempt securities.
Financial Condition
The Companys total consolidated assets decreased 1.3 percent to $179.9 million as of June 30, 2004, compared to $182.2 million as of December 31, 2003. Loans increased and deposits decreased 4.0 percent and 1.3 percent, respectively during the six months ended June 30, 2004. The increase in loans was funded with maturities of investments securities. The decrease in deposits was funded by a draw down of federal funds sold. Stockholders equity decreased as a result of the payment of a 60¢ per share cash dividend to stockholders and a decrease in other comprehensive income partially offset by earnings during the six months ended June 30, 2004.
Investment Portfolio
The major classifications of investments at June 30, 2004 and December 31, 2003, are summarized in Note 4 Investment Securities in the Notes to Condensed Consolidated Financial Statements.
At June 30, 2004, the Company had $34.0 million of securities available-for-sale, compared to $38.6 million as of December 31, 2003. The investment portfolio decreased by $4.6 million during 2004, as a result of the sale and maturity of approximately $9.5 million of securities and a $.6 million decrease in the market value of securities partially offset by the purchase of approximately $5.7 million in securities. The funds received by the decrease in the securities portfolio were invested in more profitable loans.
At June 30, 2004, all of the Companys securities were classified as available-for-sale. Management believes that holding securities as available-for-sale provides greater flexibility to respond to interest rate changes and liquidity needs to fund loan growth.
-14-
Loan Portfolio
The major classifications of loans at June 30, 2004 and December 31, 2003, are summarized in Note 5 Loans in the Notes to Condensed Consolidated Financial Statements.
In addition to the major classifications of loans summarized in Note 5, the Company has additional loan concentrations exceeding 10 percent of total loans at June 30, 2004. They include loans to medical doctors and dentists in the amount of approximately $25.8 million.
Loans were $118.9 million as of June 30, 2004, compared to $114.3 million as of December 31, 2003, an increase of 4.0 percent. The increase was primarily in real estate construction and commercial loans, partially offset by a decrease in real estate residential and real estate commercial loans. The percentage of loans to total assets increased to 66.1 percent at June 30, 2004 compared to 62.7 percent at December 31, 2003. It continues to be managements intent to grow the loan portfolio and to increase the percent of loans to assets, which potentially could improve the Companys net interest margin.
Risk Elements
The following table sets forth information concerning the Companys non-performing assets as of the dates indicated (dollars in thousands):
VALLEY COMMUNITY BANCSHARES, INC.
June 30, | December 31, | |||||||
Non-performing Assets | 2004 |
2003 |
||||||
Non-performing assets: |
||||||||
Nonaccrual loans |
$ | $ | 10 | |||||
Loans 90 days or more past due
|
||||||||
Restructured loans
|
-0- | 10 | ||||||
Other real estate owned
|
||||||||
Total non-performing assets |
$ | -0- | $ | 10 | ||||
As of June 30, 2004, the Company had no nonperforming assets, which include nonaccrual loans, loans 90 days or more past due and still accruing interest, and restructured loans. The Company had $10,000 in nonperforming assets as of December 31, 2003.
The accrual of interest on nonaccrual and other impaired loans is discontinued at 90 days or when, in the opinion of management, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received. Interest income on restructured loans is recognized pursuant to the terms of the new loan agreement. Interest income on other impaired loans is monitored and based upon the terms of the underlying loan agreement. However, the recorded net investment in impaired loans, including accrued interest, is limited to the present value of the expected cash flows of the impaired loan or the observable fair market value of the loans collateral.
During the six months ended June 30, 2004, and 2003 there was one loan on nonaccrual status. The gross income that would have been recorded for the six months ended June 30, 2004, and 2003 if the nonaccrual loan had been current and in accordance with its original term was insignificant. Interest recognized on the loan for the year was insignificant.
Potential Problem Loans
At June 30, 2004 and December 31, 2003, the Company had potential problem loans totaling approximately $3,451,000 and $2,349,000, respectively. The increase occurred as a result of the Companys recent adverse classification of loan credits within the Companys Auburn and Kent markets. The Company believes that the loans are secured by sufficient collateral and guarantor financial strength to repay the loans, although there can be no assurances given with respect to potential losses in these credits. These loans are in addition to those categorized as non-performing listed above. Although these loans are currently classified as performing, management has information regarding credit weakness inherent in the loans.
-15-
Summary of Loan Loss Experience
Changes in the Allowance for Loan Losses
The activity in the allowance for loan losses is summarized in Note 6 - Allowance for Loan Losses in the Notes to Condensed Consolidated Financial Statements.
The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries), and established through a provision for loan losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans, commitments to extend credit and standby letters of credit based on evaluations of collectibility and prior loss experience of loans, commitments to extend credit and standby letters of credit. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, commitments, standby letters of credit and current economic conditions that may affect the borrowers ability to pay.
The majority of the Companys loan portfolio consists of commercial loans and single-family residential loans secured by real estate in the Puyallup and Pierce County areas and also in the Auburn, Kent and King County areas. Real estate prices in this market are stable at this time but may weaken as a result of a slow local and national economy. Therefore, the ultimate collectibility of a substantial portion of the Companys loan portfolio may be susceptible to change as local market conditions change in the future.
While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgment about information available to them at the time of their examination.
The following table sets forth other information regarding the allowance for loan losses for the dates indicated (dollars in thousands):
VALLEY COMMUNITY BANCSHARES, INC.
Analysis of the Allowance for Loan Losses |
||||||||||||||||
Three months ended |
Six months ended |
|||||||||||||||
June 30, |
June 30, |
|||||||||||||||
Loan Loss Experience | 2004 |
2003 |
2004 |
2003 |
||||||||||||
Average Allowance for Loan Losses |
$ | 1,388 | $ | 1,388 | $ | 1,388 | $ | 1,388 | ||||||||
Average Loans Outstanding |
$ | 117,915 | $ | 110,307 | $ | 116,623 | $ | 108,616 | ||||||||
Ratio of net charge-offs during the
period to average loans outstanding |
0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
Ratio of average allowance for loan losses
to average loans outstanding |
1.18 | % | 1.26 | % | 1.19 | % | 1.28 | % |
The ratio of the allowance for loan losses as a percentage of loans decreased to 1.17 percent at June 30, 2004 compared to 1.21 percent and 1.28 percent at December 31, 2003 and June 30, 2003, respectively. The decrease in the ratio during the past year was due to several factors including positive credit performance within several of the Companys larger classified credits, no loan charge-offs, slowing loan demand, the effects of an improving economy, and managements current evaluation of the loan portfolio. Management continues to emphasize credit quality and carefully monitors the loan portfolio especially given the softness within the local economy. Any changes to the Companys loan loss allowance will be considered as circumstances warrant.
-16-
Deposits
The Companys primary source of funds is customer deposits. The Company attempts to maintain a high percentage of noninterest-bearing deposits, which are a low cost funding source. In addition, the Company offers a variety of interest-bearing accounts designed to attract both short-term and longer-term deposits from customers. Interest-bearing accounts earn interest at rates established by management based on competitive market factors and the Companys need for funds. The Company traditionally has not purchased brokered deposits and does not intend to do so in the future.
Deposits decreased 1.3 percent to $155.2 million as of June 30, 2004, compared to $157.2 million as of December 31, 2003. The decrease occurred primarily in money market deposits and time certificates of deposit less than $100,000 during the six months, partially offset by an increase in demand deposits and in time certificates of deposit greater than $100,000.
The following table sets forth the balances for each major category of deposit by amount and percent during the period indicated:
VALLEY COMMUNITY BANCSHARES, INC.
Period ended, |
||||||||||||||||
June 30, 2004 |
December 31, 2003 |
|||||||||||||||
Deposits (dollars in thousands) |
Amount |
Percent |
Amount |
Percent |
||||||||||||
Noninterest bearing demand |
$ | 35,611 | $ | 22.9 | % | $ | 34,675 | 22.1 | % | |||||||
Interest bearing demand |
24,528 | 15.8 | % | 24,110 | 15.3 | % | ||||||||||
Money market |
36,622 | 23.6 | % | 39,018 | 24.8 | % | ||||||||||
Savings |
16,106 | 10.4 | % | 16,500 | 10.5 | % | ||||||||||
Time certificates < $100,000 |
20,057 | 12.9 | % | 21,657 | 13.8 | % | ||||||||||
Time certificates > $100,000 |
22,303 | 14.4 | % | 21,271 | 13.5 | % | ||||||||||
$ | 155,227 | $ | 100.0 | % | $ | 157,231 | 100.0 | % | ||||||||
Liquidity and Capital Resources
Management actively analyzes and manages the Companys liquidity position. The objective of liquidity management is to ensure the availability of sufficient cash flows to meet all financial commitments and to capitalize on opportunities for profitable business expansion. Management believes that the Companys cash flow will be sufficient to support its existing operations for the foreseeable future.
Cash flows from operations contribute to liquidity as well as proceeds from maturities of securities and customer deposits. As indicated on the Companys Condensed Consolidated Statement of Cash Flows, net cash from operating activities for the six months ended June 30, 2004 contributed $1.3 to liquidity compared to $1.4 million for the six months ended June 30, 2003. The majority of the Companys funding comes from customer deposits within its operating region. However, during the six months ended June 30, 2004 customer deposits decreased $2.0 million compared to a 4.2 million increase for the six months ended June 30, 2003. Other sources of liquidity include investments in federal funds and interest-bearing deposits with banks and the Companys securities portfolio. The Company generally maintains a ladder of securities that provides prepayments and payments at maturity and a portfolio of available-for-sale securities that could be converted to cash quickly. Proceeds from maturity and sale of securities provided $9.5 million for the six months ended June 30, 2004 compared to $12.1 million for the three months ended June 30, 2003.
At June 30, 2004, the Company held cash and due from banks, interest-bearing deposits with banks, and federal funds sold of approximately $21.1 million. In addition, at such date $34.0 million of the Companys investments were classified as available for sale.
The Bank has the capacity to borrow funds, up to ten percent of assets, from the Federal Home Loan Bank of Seattle (FHLB) through pre-approved credit lines as a secondary source of liquidity. However, these credit lines have pledge requirements whereby the Bank must maintain unencumbered collateral with a value at least equal to the outstanding balance. In addition to the FHLB credit line, the Bank has committed line of credit agreements totaling approximately $9.5 million from unaffiliated banks. At June 30, 2004, the Bank had no advances outstanding to the FHLB or from unaffiliated banks.
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The Bank has commitments to extend credit, which may have an impact on the Companys liquidity position. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not represent future cash requirements. The Company experience suggests customers draw on approximately 75 percent of loan commitments. Commitments to extend credit at June 30, 2004 and December 31, 2003 were $17.0 and $21.5 million, respectively.
The Companys total stockholders equity decreased to $23.5 million at June 30, 2004 from $23.7 million at December 31, 2003. The decrease was the result of a 60¢ dividend per share paid to stockholders of record on December 31, 2003 and unrealized losses recorded on securities available for sale, net of income tax, partially offset by net income earned during the six months ended June 30, 2004. At June 30, 2004, stockholders equity was 13.1 percent of total assets, compared to 13.0 percent at December 31, 2003.
The market value of available-for-sale securities was less than book value at June 30, 2004 and higher than book value at December 31, 2003. The decrease in market value was primarily the result of higher market interest rates, which resulted in unrealized losses in the investment portfolio. In the event market interest rates continue to increase, the market value of the Companys investment portfolio may continue to decrease. Because changes in the market value of available-for-sale securities are a component of other comprehensive income, within stockholders equity, a decrease in market value of securities would negatively impact stockholders equity. At June 30, 2004, the Company performed a simulation analysis of changes in the market value of the investment portfolio given a 300 basis point increase in interest rates. The analysis indicated a decrease in market value of approximately $1.5 million net of federal income tax. Although stockholders equity would be reduced by approximately 6.4 percent, the Company would still be well in excess of capital adequacy requirements in the event the Company would be required to liquidate these securities for unforeseen liquidity needs.
Capital Adequacy Requirements
The capital levels of the Company currently exceed applicable regulatory guidelines, and the Bank is qualified as well-capitalized at June 30, 2004. Management believes that under the current regulations the Bank will continue to meet well-capitalized capital requirements in the foreseeable future. However, events beyond the control of the Bank such as a downturn in the economy where the Bank have most of their loans, could adversely affect future earnings and, consequently, the ability of the Bank to meet future well-capitalized capital requirements.
For a full discussion of capital adequacy requirements, refer to the Companys annual report on Form 10-K for the year ended December 31, 2003.
The capital amounts and ratios for the Company and the Bank as of June 30, 2004, are presented in the following table (dollars in thousands):
VALLEY COMMUNITY BANCSHARES, INC.
To Be Well | ||||||||||||||||||||||||||||||||
Capitalized Under | ||||||||||||||||||||||||||||||||
For Capital | Prompt Corrective | |||||||||||||||||||||||||||||||
Capital | Actual |
Adequacy Purposes |
Action Provisions |
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As of June 30, 2004 |
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
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Total Capital |
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(to Risk-Weighted Assets) |
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Consolidated |
$ | 24,872 | 18.4 | % | ³ | $ | 10,787 | 8.0 | % | ³ | $ | 13,484 | 10.0 | % | ||||||||||||||||||
Valley Bank |
$ | 23,296 | 17.3 | % | ³ | $ | 10,787 | 8.0 | % | ³ | $ | 13,484 | 10.0 | % | ||||||||||||||||||
Tier I Capital |
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(to Risk-Weighted Assets) |
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Consolidated |
$ | 23,484 | 17.4 | % | ³ | $ | 5,394 | 4.0 | % | ³ | $ | 8,090 | 6.0 | % | ||||||||||||||||||
Valley Bank |
$ | 21,908 | 16.2 | % | ³ | $ | 5,394 | 4.0 | % | ³ | $ | 8,090 | 6.0 | % | ||||||||||||||||||
Tier I Capital |
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(to Average Assets) |
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Consolidated |
$ | 23,484 | 13.2 | % | ³ | $ | 7,139 | 4.0 | % | ³ | $ | 8,924 | 5.0 | % | ||||||||||||||||||
Valley Bank |
$ | 21,908 | 12.3 | % | ³ | $ | 7,137 | 4.0 | % | ³ | $ | 8,921 | 5.0 | % |
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Companys results of operation are dependent upon its ability to manage interest rate risk. Management considers interest rate risk to be a significant risk that could have a material effect on the Companys financial condition and results of operations. The Company does not currently use derivatives to manage market and interest rate risk.
A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analyses. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Key assumptions in the model include repayment speeds on certain assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income.
Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At June 30, 2004, based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Companys interest rate risk since December 31, 2003. For additional information, refer to the Companys annual report on Form 10-K for the year ended December 31, 2003.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Companys disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the Act)) was carried out under the supervision and with the participation of the Companys Chief Executive Officer, Chief Financial Officer and several other members of the Companys senior management as of June 30, 2004. The Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Companys management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time period specified in the SECs rules and forms.
(b) Changes in Internal Controls: In the quarter ended June 30, 2004, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that has materially affected or is reasonably likely to affect these controls.
Limitations on the Effectiveness of Controls. The Companys management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q includes forward-looking statements about the future operations of the Company. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: unforeseen legal proceedings, unexpected costs in connection with internet banking initiative, competitive pressure in the banking industry significantly increasing; increases or decreases in the interest rate environment reducing margins; general economic conditions, either nationally or regionally, are less favorable than expected, resulting in, among other things, a deterioration in credit quality and an increase in the provision for possible loan losses; changes in the regulatory environment; loan delinquency rates; changes in business conditions; volatility of rate sensitive deposits; operational risks including data processing system failures or fraud; asset/liability matching risks and liquidity risks; and changes in the securities markets. Because of these uncertainties, actual future results may be materially different from the results indicated by these forward-looking statements. In addition, the Companys past results do not necessarily indicate its future results. See also the risk factors in the Companys 2003 Annual Report on Form 10-K.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company faces ordinary routine litigation arising in the normal course of business. In the opinion of management, liabilities (if any) arising from such claims will not have a material adverse effect upon the business, results of operations or financial condition of the Company.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of Valley Community Bancshares, Inc. (the Meeting) was held on April 29, 2004. The only matter of business conducted at the Meeting was the election of Directors. At the Meeting, the following Directors were elected to server on the board until the 2007 Annual Meeting of Shareholders: A. Eugene Hammermaster, Warren D. Hunt and Roger L Knutson. The least number of votes in favor of any such Director was 95% of the shares voted at the Meeting.
The terms of Directors, Ronald E. Claudon, William E. Fitchitt, David K. Hamry , Thomas R. Absher, David H. Brown, and Thomas M. Pasquier continued after the meeting.
Item 5. OTHER INFORMATION
Not applicable.
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) | Exhibits |
3.1 | Articles of Incorporation of Valley Community Bancshares, Inc. * | |||
3.2 | Restated Bylaws of Valley Community Bancshares, Inc. ^ | |||
10. | Material contracts of Valley Community Bancshares, Inc. |
10.1 | Severance agreement for Mr. Brown * | |||
10.2 | Severance agreement for Mr. Thompson * | |||
10.3 | Severance agreement for Mr. Riordan * | |||
10.4 | Deferred Compensation Agreement for Mr. Brown * | |||
10.5 | Deferred Compensation Agreement for Mr. Thompson # | |||
10.6 | 1998 Stock Option Plan * | |||
10.7 | 401(k) Defined Contribution Plan and Noncontributory Profit Sharing Plan Adoption Agreement * |
31. | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.1 | Certification of Chief Executive Officer | |||
31.2 | Certification of Chief Financial Officer |
32. | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
* | Incorporated by reference to the Exhibits set forth on Registrants Amended Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 6, 2000. |
# | Incorporated by reference to the Exhibits set forth on Registrants 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2001. |
| Incorporated by reference to the Exhibits set forth on Registrants June 2002 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2002. |
(b) Reports on Form 8-K
The Company filed a current report on Items 7 and 12 of Form 8-K on April 29, 2004. The report included a press release announcing financial results for the three months ended March 31, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VALLEY COMMUNITY BANCSHARES, INC. (Registrant) |
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Date: July 28, 2004 | By /s/ David H. Brown | |||
David H. Brown | ||||
President and Chief Executive Officer | ||||
Date: July 28, 2004 | By /s/ Joseph E. Riordan | |||
Joseph E. Riordan | ||||
Executive Vice President and Chief Financial Officer | ||||
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