United States
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended March 31, 2005
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to . |
Commission file number 0-18539
EVANS BANCORP, INC.
New York | 16-1332767 | |
(State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
14 -16 North Main Street, Angola, New York 14006
(716) 926-2000
Not applicable
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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the exchange Act)
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
Common Stock, $.50 Par Value 2,593,494 shares as of May 11, 2005
INDEX
EVANS BANCORP, INC. AND SUBSIDIARIES
PAGE | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4-5 | ||||||||
6 | ||||||||
11 | ||||||||
18 | ||||||||
19 | ||||||||
Item 1. Legal Proceedings |
None | |||||||
19 | ||||||||
Item 3. Defaults upon Senior Securities |
None | |||||||
Item 4. Submission of Matters to a Vote of Security Holders |
None | |||||||
19 | ||||||||
20 | ||||||||
21 | ||||||||
EX-10.1 Summary of Comp. Arrangements for Named Executive | ||||||||
EX-31.1 Certification of PEO Pursuant to Sect. 302 | ||||||||
EX-31.2 Certification of PFO Pursuant to Sect. 302 | ||||||||
EX-32.1 Certification of PEO Pursuant to 18 USC Sect. 1350 | ||||||||
EX-32.2 Certification of PFO Pursuant to 18 USC Sect. 1350 |
1
PART I - FINANCIAL INFORMATION
EVANS BANCORP, INC. AND SUBSIDIARIES |
March 31, | December 31, | |||||||
2005 | 2004 | |||||||
ASSETS |
||||||||
Cash and cash equivalents: |
||||||||
Cash and due from banks |
$ | 13,347 | $ | 8,124 | ||||
Federal funds sold |
8,875 | | ||||||
Total cash and cash equivalents |
$ | 22,222 | $ | 8,124 | ||||
Interest bearing deposits at other banks |
| 984 | ||||||
Securities: |
||||||||
Available-for-sale, at fair value |
174,538 | 166,817 | ||||||
Held-to-maturity, at amortized cost |
3,025 | 3,062 | ||||||
Loans, net of allowance for loan losses of $3,179 in 2005
and $2,999 in 2004 |
222,725 | 217,599 | ||||||
Properties and equipment, net |
8,303 | 7,747 | ||||||
Goodwill |
9,498 | 9,219 | ||||||
Intangible assets |
3,043 | 3,170 | ||||||
Bank-owned life insurance |
8,047 | 7,943 | ||||||
Other assets |
6,075 | 4,377 | ||||||
TOTAL ASSETS |
$ | 457,476 | $ | 429,042 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
Demand |
$ | 57,845 | $ | 54,013 | ||||
NOW |
13,104 | 11,650 | ||||||
Regular savings |
94,792 | 101,540 | ||||||
Muni-Vest savings |
70,744 | 40,235 | ||||||
Time deposits |
120,565 | 94,490 | ||||||
Total deposits |
357,050 | 301,928 | ||||||
Other borrowed funds |
40,909 | 68,034 | ||||||
Junior subordinated debentures |
11,330 | 11,330 | ||||||
Securities sold under agreements to repurchase |
6,926 | 7,306 | ||||||
Dividend Payable |
857 | | ||||||
Other liabilities |
6,007 | 4,970 | ||||||
Total liabilities |
423,079 | 393,568 | ||||||
CONTINGENT LIABILITIES AND COMMMITMENTS |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Common stock, $.50 par value; 10,000,000 shares authorized;
2,615,123 and 2,615,123 shares issued, respectively, and
2,589,903 and 2,592,423 shares outstanding, respectively |
1,307 | 1,307 | ||||||
Capital surplus |
23,406 | 23,361 | ||||||
Retained earnings |
11,213 | 10,808 | ||||||
Accumulated other comprehensive income, net of tax |
(903 | ) | 563 | |||||
Less: Treasury stock, at cost (25,220 and 22,700 shares, respectively) |
(626 | ) | (565 | ) | ||||
Total
stockholders equity |
34,397 | 35,474 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 457,476 | $ | 429,042 | ||||
See Notes to Unaudited Consolidated Financial Statements
2
PART I - FINANCIAL INFORMATION
EVANS BANCORP, INC. AND SUBSIDIARIES
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
INTEREST INCOME |
||||||||
Loans |
$ | 3,528 | $ | 2,771 | ||||
Federal
funds sold/Interest on deposits at other banks |
36 | 20 | ||||||
Securities: |
||||||||
Taxable |
1,145 | 678 | ||||||
Non taxable |
490 | 554 | ||||||
Total interest income |
5,199 | 4,023 | ||||||
INTEREST EXPENSE |
||||||||
Deposits |
1,250 | 846 | ||||||
Borrowings |
444 | 180 | ||||||
Junior subordinated debentures |
143 | | ||||||
Total interest expense |
1,837 | 1,026 | ||||||
NET INTEREST INCOME |
3,362 | 2,997 | ||||||
PROVISION FOR LOAN LOSSES |
151 | 136 | ||||||
NET INTEREST INCOME AFTER |
||||||||
PROVISION FOR LOAN LOSSES |
3,211 | 2,861 | ||||||
NON INTEREST INCOME: |
||||||||
Bank service charges |
488 | 430 | ||||||
Insurance service and fees |
2,027 | 1,389 | ||||||
Net gain on sales of securities |
93 | 143 | ||||||
Premium on loans sold |
9 | 5 | ||||||
Bank owned life insurance |
103 | 101 | ||||||
Other |
308 | 262 | ||||||
Total non interest income |
3,028 | 2,330 | ||||||
NON INTEREST EXPENSE: |
||||||||
Salaries and employee benefits |
2,367 | 1,979 | ||||||
Occupancy |
508 | 410 | ||||||
Supplies |
105 | 87 | ||||||
Repairs and maintenance |
148 | 102 | ||||||
Advertising and public relations |
161 | 84 | ||||||
Professional services |
289 | 176 | ||||||
Amortization of intangibles |
127 | 88 | ||||||
Other Insurance |
94 | 86 | ||||||
Other |
686 | 623 | ||||||
Total non interest expense |
4,485 | 3,635 | ||||||
INCOME BEFORE INCOME TAXES |
1,754 | 1,556 | ||||||
INCOME TAXES |
492 | 388 | ||||||
NET INCOME |
$ | 1,262 | $ | 1,168 | ||||
Net income per common share-basic |
$ | 0.49 | $ | 0.45 | ||||
Net income per common share-diluted |
$ | 0.49 | $ | 0.45 | ||||
Weighted average number of common shares |
2,591,029 | 2,599,353 | ||||||
Weighted average number of diluted shares |
2,593,937 | 2,600,551 | ||||||
See notes to Unaudited Consolidated Financial Statements
3
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
Accumulated | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
Common | Capital | Retained | Comprehensive | Treasury | ||||||||||||||||||||
Stock | Surplus | Earnings | Income | Stock | Total | |||||||||||||||||||
Balance, January 1, 2004 |
$ | 1,230 | $ | 19,359 | $ | 11,145 | $ | 1,918 | $ | (328 | ) | $ | 33,324 | |||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
1,168 | 1,168 | ||||||||||||||||||||||
Unrealized loss on available for sale
securities, net of tax effect of $25 and
reclassification adjustment of $(143) |
(40 | ) | (40 | ) | ||||||||||||||||||||
Total comprehensive income |
1,128 | |||||||||||||||||||||||
Cash dividends ($0.29 per common share) |
(817 | ) | (817 | ) | ||||||||||||||||||||
Stock options expense |
37 | 37 | ||||||||||||||||||||||
Issued 31,942 shares for purchase of
insurance agencies |
16 | 708 | 724 | |||||||||||||||||||||
Purchased 5,400 shares for treasury |
(135 | ) | (135 | ) | ||||||||||||||||||||
Balance, March 31, 2004 |
$ | 1,246 | $ | 20,104 | $ | 11,496 | $ | 1,878 | $ | (463 | ) | $ | 34,261 | |||||||||||
Balance, January 1, 2005 |
$ | 1,307 | $ | 23,361 | $ | 10,808 | $ | 563 | $ | (565 | ) | $ | 35,474 | |||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net Income |
1,262 | 1,262 | ||||||||||||||||||||||
Unrealized loss on available for sale
securities, net of tax effect of $935
and
reclassification adjustment of $(93) |
(1,466 | ) | (1,466 | ) | ||||||||||||||||||||
Total comprehensive income |
(204 | ) | ||||||||||||||||||||||
Cash dividends ($0.33 per common share) |
(857 | ) | (857 | ) | ||||||||||||||||||||
Stock options expense |
45 | 45 | ||||||||||||||||||||||
Purchased 2,600 shares for treasury |
(61 | ) | (61 | ) | ||||||||||||||||||||
Balance, March 31, 2005 |
$ | 1,307 | $ | 23,406 | $ | 11,213 | $ | (903 | ) | $ | (626 | ) | $ | 34,397 | ||||||||||
See Notes to Unaudited Consolidated Financial Statements
4
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
Three Months Ended | ||||||||
March 31, | ||||||||
2005 | 2004 | |||||||
OPERATING ACTIVITIES: |
||||||||
Interest received |
$ | 5,061 | $ | 3,844 | ||||
Fees received |
2,832 | 2,111 | ||||||
Interest paid |
(1,748 | ) | (1,067 | ) | ||||
Cash paid to employees and suppliers |
(4,014 | ) | (3,298 | ) | ||||
Income taxes paid |
(131 | ) | (319 | ) | ||||
Net cash provided by operating activities |
2,000 | 1,271 | ||||||
INVESTING ACTIVITIES: |
||||||||
Available for sales securities: |
||||||||
Purchases |
(16,105 | ) | (52,921 | ) | ||||
Proceeds from sales |
1,070 | 8,878 | ||||||
Proceeds from maturities |
4,817 | 9,938 | ||||||
Held to maturity securities: |
||||||||
Purchases |
(94 | ) | (1,091 | ) | ||||
Proceeds from maturities |
1,120 | 180 | ||||||
Additions to properties and equipment |
(739 | ) | (408 | ) | ||||
Increase in loans, net of repayments |
(6,449 | ) | (4,943 | ) | ||||
Proceeds from sales of loans |
1,201 | 881 | ||||||
Proceeds from sales of other real estate owned |
| (6 | ) | |||||
Additions to goodwill and intangibles |
(279 | ) | | |||||
Acquisitions |
| (138 | ) | |||||
Net cash used in investing activities |
(15,458 | ) | (39,630 | ) | ||||
FINANCING ACTIVITIES: |
||||||||
Proceeds from borrowings |
| 11,024 | ||||||
Repayments of borrowings |
(25,100 | ) | | |||||
Repayments of long-term borrowings |
(2,405 | ) | (13,450 | ) | ||||
Increase in deposits |
55,122 | 65,963 | ||||||
Purchase of treasury stock |
(61 | ) | (135 | ) | ||||
Net cash provided by financing activities |
27,556 | 63,402 | ||||||
Net increase in cash and equivalents |
14,098 | 25,043 | ||||||
CASH AND CASH EQUIVALENTS: |
||||||||
Beginning of period |
8,124 | 8,509 | ||||||
End of period |
$ | 22,222 | $ | 33,552 | ||||
(continued)
5
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
(in thousands)
Three Months Ended | ||||||||
March, 31 | ||||||||
2005 | 2004 | |||||||
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 1,262 | $ | 1,168 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
471 | 440 | ||||||
Provision for loan losses |
151 | 136 | ||||||
Net (gain) loss on sales of assets |
(93 | ) | (137 | ) | ||||
Premiums on loans sold |
(9 | ) | (5 | ) | ||||
Stock options expense |
45 | 37 | ||||||
Changes in assets and liabilities affecting cash flow: |
||||||||
Other assets |
(757 | ) | (590 | ) | ||||
Other liabilities |
930 | 222 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
$ | 2,000 | $ | 1,271 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTMENTS AND FINANCIAL ACTIVITIES |
||||||||
Acquisition of insurance agencies: |
||||||||
Fair value of: |
||||||||
Assets acquired, non-cash |
$ | | $ | 861 | ||||
Liabilities assumed |
$ | | $ | | ||||
Securities issued |
$ | | $ | 723 |
(concluded)
See notes to Unaudited Consolidated Financial Statements
6
PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EVANS BANCORP, INC. AND SUBSIDIARIES
1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
The accounting and reporting policies followed by Evans Bancorp, Inc. (the Company), a financial holding company, and its two direct wholly-owned subsidiaries: Evans National Bank (the Bank), and its subsidiaries, ENB Associates Inc. (ENB), Evans National Leasing, Inc. (ENL) and Evans National Holding Corp. (ENHC); and Evans National Financial Services, Inc. (ENFS), and its subsidiary, ENB Insurance Agency, Inc. (ENBI) in the preparation of the accompanying interim unaudited consolidated financial statements conform with accounting principles generally accepted in the United States of America and with general practice within the banking industry. Except as the context otherwise requires, the Company and its direct and indirect subsidiaries are collectively referred to in this report as the Company. | ||||
The accompanying consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations for the interim periods have been made. Such adjustments are of a normal recurring nature. | ||||
The results of operations for the three month period ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004. | ||||
2. | SECURITIES | |||
Securities which the Company has the positive ability and intent to hold to maturity are stated at amortized cost. Securities which the Company has identified as available for sale are stated at fair value with changes in fair value included as a component of stockholders equity. | ||||
3. | ALLOWANCE FOR LOAN LOSSES | |||
The allowance for loan losses represents the amount charged against the Banks earnings to establish an allowance for probable loan losses based on the Banks managements evaluation of the loan portfolio. Factors considered by the Banks management in establishing the allowance include: the collectibility of individual loans, current loan concentrations, charge-off history, delinquent loan percentages, input from regulatory agencies and general economic conditions. | ||||
On a quarterly basis, management of the Bank meets to review and determine the adequacy of the allowance for loan losses. In making this determination, the Banks management analyzes the ultimate collectibility of the loans in its portfolio by incorporating feedback provided by the Banks internal loan staff, an internal loan review function and information provided by examinations performed by regulatory agencies. | ||||
The analysis of the allowance for loan losses is composed of three components: specific credit allocation, general portfolio allocation and subjectively by determined allocation. The specific credit allocation includes a detailed review of the credit in accordance with the Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan and No. 118, Accounting by Creditors for Impairment of a Loan Income Recognition and Disclosures, and allocation is made based on this analysis. The general portfolio allocation consists of an assigned reserve percentage based on the actual credit rating of the loan. | ||||
The subjective portion of the allowance reflects managements evaluation of various conditions, and involves a higher degree of uncertainty because this component of the allowance is not identified with specific problem credits of portfolio segments. The conditions evaluated in connection with this component include the following: industry and regional conditions; seasoning of the loan portfolio and changes in the composition of and growth in the loan portfolio; the strength and duration of the business cycle; existing |
7
general economic and business conditions in the lending areas; credit quality trends in nonaccruing loans; historical loan charge-off experience; and the results of bank regulatory examinations. | ||||
The following table sets forth information regarding the allowance for loan losses for the three month period ended March 31, 2005 and 2004. |
Allowance for loan losses
Three months ended March 31, | ||||||||
2005 | 2004 | |||||||
(In thousands) | ||||||||
Beginning balance, January 1 |
$ | 2,999 | $ | 2,539 | ||||
Charge-offs: |
||||||||
Commercial |
| | ||||||
Real estate mortgages |
| | ||||||
Installment loans |
(3 | ) | (1 | ) | ||||
Direct financing leases |
| | ||||||
Total charge-offs |
(3 | ) | (1 | ) | ||||
Recoveries: |
||||||||
Commercial |
| 56 | ||||||
Real estate mortgages |
| | ||||||
Installment loans |
| 1 | ||||||
Direct financing leases |
32 | | ||||||
Total recoveries |
32 | 57 | ||||||
Net recoveries |
29 | 56 | ||||||
Provision for loan losses |
151 | 136 | ||||||
Ending blanace, March 31 |
3,179 | 2,731 | ||||||
Ratio of net charge-offs to average
net loans outstanding (annualized) |
(0.1 | )% | (0.1 | )% | ||||
4. | REVENUE RECOGNITION | |||
The Banks primary sources of revenue are interest income from loans and investments and service charge income from loans and deposits. ENBIs revenue is derived mainly from insurance commissions. Revenue is recognized in the period in which it is earned. The revenue is recognized on the accrual basis of accounting in accordance with the accounting principles generally accepted in the United States of America. | ||||
5. | PER SHARE DATA | |||
The common stock per share information is based upon the weighted average number of shares outstanding during each period, retroactively adjusted for stock dividends and stock splits. The Companys potential dilutive securities included 2,908 dilutive shares for the three month period ended March 31, 2005. There were 1,198 dilutive shares for the three month period ended March 31, 2004. On February 16, 2005, the Company declared a cash dividend of $0.33 per share payable on April 4, 2005 to shareholders of record as of March 14, 2005. All share and per share amounts have been adjusted to reflect a 5 percent stock dividend paid in December 2004. | ||||
6. | TREASURY STOCK | |||
During the quarter ended March 31, 2005 the Company repurchased 2,600 shares of common stock at an average cost of $24.11 per share. |
8
7. | SEGMENT INFORMATION | |||
The Company is comprised of two primary business segments, banking and insurance agency activities. The following tables set forth information regarding these segments for the three month periods ended March 31, 2005 and 2004. |
Three Months Ended
March 31, 2005
(in thousands)
Insurance Agency | ||||||||||||
Banking Activities | Activities | Total | ||||||||||
Net interest income (expense) |
$ | 3,449 | ($ | 87 | ) | $ | 3,362 | |||||
Provision for loan losses |
151 | | 151 | |||||||||
Net interest income
(expense) after
provision for loan losses |
3,298 | (87 | ) | 3,211 | ||||||||
Non-interest income |
1,001 | | 1,001 | |||||||||
Insurance commission and fees |
| 2,027 | 2,027 | |||||||||
Non-interest expense |
3,240 | 1,245 | 4,485 | |||||||||
Income before income taxes |
1,059 | 695 | 1,754 | |||||||||
Income taxes |
214 | 278 | 492 | |||||||||
Net income |
$ | 845 | $ | 417 | $ | 1,262 | ||||||
Three Months Ended
March 31, 2004
(in thousands)
Insurance Agency | ||||||||||||
Banking Activities | Activities | Total | ||||||||||
Net interest income (expense) |
$ | 3,002 | ($5 | ) | $ | 2,997 | ||||||
Provision for loan losses |
136 | | 136 | |||||||||
Net interest income
(expense) after
provision for loan losses |
2,866 | (5 | ) | 2,861 | ||||||||
Non-interest income |
941 | | 941 | |||||||||
Insurance service and fees |
| 1,389 | 1,389 | |||||||||
Non-interest expense |
2,695 | 940 | 3,635 | |||||||||
Income before taxes |
1,112 | 444 | 1,556 | |||||||||
Income taxes |
224 | 164 | 388 | |||||||||
Net income |
888 | 280 | 1,168 | |||||||||
Starting January 1, 2005, the activities of non-deposit investment service sales have been functionally reorganized into the Companys Insurance Agency Activities and are being internally managed as a segment of ENBI. As a result, all activities have been reported as Insurance Agency Activities beginning January 1, 2005. Activities prior to January 1, 2005 have been reclassified as Insurance Agency Activities for comparative purposes.
9
8. | CONTINGENT LIABILITIES AND COMMITMENTS | |||
The consolidated financial statements do not reflect various commitments and contingent liabilities, which arise in the normal course of business, and which involve elements of credit risk, interest rate risk and liquidity risk. These commitments and contingent liabilities are commitments to extend credit and standby letters of credit. A summary of the Banks commitments and contingent liabilities at March 31, 2005 and 2004 is as follows: |
2005 | 2004 | |||||||
(in thousands) | ||||||||
Commitments to extend credit |
$ | 58,098 | $ | 44,199 | ||||
Standby letters of credit |
2,144 | 1,724 | ||||||
Total |
$ | 60,242 | $ | 45,923 | ||||
Commitments to extend credit and standby letters of credit include exposure to some credit loss in the event of nonperformance of the customer. The Banks credit policies and procedures for credit commitments and financial guarantees are the same as those for extensions of credit that are recorded on the Companys consolidated balance sheets. Because these instruments have fixed maturity dates, and because they may expire without being drawn upon, they do not necessarily represent cash requirements of the Bank. The Bank has not incurred any losses on its commitments during the past two years. | ||||
Certain lending commitments for construction residential mortgage loans are considered derivative instruments under the guidelines of SFAS No. 133. The changes in the fair value of these commitments due to interest rate risk are not recorded on the consolidated balance sheets as these derivatives are not considered material. | ||||
The Company is subject to possible litigation proceedings in the normal course of business. As of March 31, 2005, there were no claims pending against the Company that management considered to be significant. | ||||
9. | RECLASSIFICATIONS | |||
Certain reclassifications have been made to the 2004 consolidated financial statements to conform with the presentation used in 2005. | ||||
10. | NET PERIODIC BENEFIT COSTS | |||
The Bank has a defined benefit pension plan covering substantially all Company employees. The plan provides benefits that are based on the employees compensation and years of service. The Bank uses an actuarial method of amortizing prior service cost and unrecognized net gains or losses which result from actual experience and assumptions being different than those that are projected. The amortized method the Bank is using recognizes the prior service cost and net gains or losses over the average remaining service period of active employees. | ||||
The Bank also maintains a nonqualified supplemental executive retirement plan covering certain members of the Companys senior management. The Bank uses an actuarial method of amortizing unrecognized net gains or losses which result from actual expense and assumptions being different than those that are projected. The amortization method the Bank uses recognizes the net gains or losses over the average remaining service period of active employees. |
10
The following table represents net periodic benefit costs recognized: |
Three months ended March 31, | ||||||||||||||||
(in thousands) | ||||||||||||||||
Supplemental Executive | ||||||||||||||||
Pension Benefits | Retirement Plan | |||||||||||||||
2005 | 2004 | 2005 | 2004 | |||||||||||||
Service cost |
$ | 72 | $ | 54 | $ | 26 | $ | 22 | ||||||||
Interest cost |
44 | 38 | 37 | 35 | ||||||||||||
Expected return on plan assets |
(48 | ) | (42 | ) | | | ||||||||||
Amortization of prior service
cost |
(4 | ) | (4 | ) | 15 | 24 | ||||||||||
Amortization of the net loss |
1 | 1 | 4 | 3 | ||||||||||||
Net periodic benefit cost |
$ | 65 | $ | 47 | $ | 82 | $ | 84 | ||||||||
11
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve substantial risks and uncertainties. When used in this report, or in the documents incorporated by reference herein, the words anticipate, believe, estimate, expect, intend, may, plan, seek, and similar expressions identify such forward-looking statements. These forward-looking statements include statements regarding the Companys business plans, prospects, growth and operating strategies, statements regarding the asset quality of the Companys loan and investment portfolios, and estimates of the Companys risks and future costs and benefits.
These forward-looking statements are based largely on the expectations of the Companys management and are subject to a number of risks and uncertainties, including but not limited to general economic conditions, either nationally or in the Companys market areas, that are worse than expected; increased competition among depository or other financial institutions; inflation and changes in the interest rate environment that reduce the Companys margins or reduce the fair value of financial instruments; changes in laws or government regulations affecting financial institutions, including changes in regulatory fees and capital requirements; the Companys ability to enter new markets successfully and capitalize on growth opportunities; the Companys ability to successfully integrate acquired entities; changes in accounting pronouncements and practices, as adopted by financial institution regulatory agencies, the Financial Accounting Standards Board (FASB) and the Public Company Accounting Oversight Board; changes in consumer spending, borrowing and saving habits; changes in the Companys organization, compensation and benefit plans; and other factors discussed elsewhere in this report on Form 10-K, as well as in the Companys periodic reports filed with the Securities and Exchange Commission (the SEC). Many of these factors are beyond the Companys control and difficult to predict.
Because of these and other uncertainties, the Companys actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation, to publicly update or revise forward-looking information, whether as a result of new, updated information, future events or otherwise.
APPLICATION OF CRITICAL ACCOUNTING ESTIMATES
The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industries in which it operates. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the consolidated financial statements. Accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance 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.
The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004. These policies, along with the disclosures presented in the other notes to consolidated financial statement and in this Managements Discussion and Analysis of Financial Condition and Results of Operations provide information on how significant assets and liabilities are valued in the Companys consolidated financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management has identified the determination of the allowance for loan losses and valuation of goodwill to be the accounting areas that require the most subjective or complex judgments and as such could be most subject to revision as new information becomes available.
The allowance for loan losses represents managements estimate of probable credit losses in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on the impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the consolidated balance sheets.
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The amount of goodwill reflected in the Companys consolidated financial statements is required to be tested by management for impairment on at least an annual basis. The test for impairment of goodwill on the identified reporting unit is considered a critical accounting estimate because it requires judgment and the use of estimates related to the growth assumptions and market multiples used in the valuation model.
ANALYSIS OF FINANCIAL CONDITION
Average Balance Sheet
The following table presents the significant categories of the assets and liabilities of the Company, interest income and interest expense, and the corresponding yields earned and rates paid for the periods indicated. The assets and liabilities are presented as daily averages. The average loan balances include both performing and non-performing loans. Investments are included at amortized cost. Yields are presented on a non tax-equivalent basis.
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
March 31, 2005 | March 31, 2004 | |||||||||||||||||||||||
Average | Interest | Average | Interest | |||||||||||||||||||||
Outstanding | Earned/ | Yield/ | Outstanding | Earned/ | Yield/ | |||||||||||||||||||
Balance | Paid | Rate | Balance | Paid | Rate | |||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||||||||
Loans, net |
$ | 217,162 | $ | 3,528 | 6.50 | % | $ | 185,900 | $ | 2,771 | 5.96 | % | ||||||||||||
Taxable securities |
122,731 | 1,145 | 3.73 | % | 73,584 | 678 | 3.68 | % | ||||||||||||||||
Tax-exempt securities |
45,252 | 490 | 4.33 | % | 51,417 | 554 | 4.31 | % | ||||||||||||||||
Time deposits-other banks |
872 | 3 | 1.54 | % | 185 | 1 | 1.69 | % | ||||||||||||||||
Federal funds sold |
6,726 | 33 | 1.92 | % | 9,597 | 19 | 0.82 | % | ||||||||||||||||
Total interest-earning assets |
392,743 | 5,199 | 5.30 | % | 320,683 | 4,023 | 5.02 | % | ||||||||||||||||
Non interest-earning assets |
||||||||||||||||||||||||
Cash and due from banks |
17,289 | 9,851 | ||||||||||||||||||||||
Premises and equipment, net |
8,030 | 6,140 | ||||||||||||||||||||||
Other assets |
24,958 | 14,613 | ||||||||||||||||||||||
Total Assets |
$ | 443,020 | $ | 351,287 | ||||||||||||||||||||
LIABILITIES & STOCKHOLDERS EQUITY |
||||||||||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||||||
NOW |
$ | 11,556 | $ | 6 | 0.19 | % | $ | 11,069 | $ | 6 | 0.20 | % | ||||||||||||
Regular savings |
100,287 | 219 | 0.87 | % | 78,097 | 87 | 0.45 | % | ||||||||||||||||
Muni-Vest savings |
50,201 | 286 | 2.28 | % | 40,685 | 141 | 1.38 | % | ||||||||||||||||
Time deposits |
106,170 | 739 | 2.78 | % | 100,266 | 612 | 2.44 | % | ||||||||||||||||
Fed funds purchased |
6,089 | 41 | 2.67 | % | 4,082 | 11 | 1.04 | % | ||||||||||||||||
Securities sold U/A to repurchase |
7,335 | 14 | 0.78 | % | 7,789 | 17 | 0.86 | % | ||||||||||||||||
FHLB advances |
51,817 | 385 | 2.98 | % | 17,773 | 147 | 3.32 | % | ||||||||||||||||
Junior subordinated debentures |
11,330 | 143 | 5.04 | % | | | 0.00 | % | ||||||||||||||||
Notes Payable |
560 | 4 | 2.96 | % | 787 | 5 | 2.62 | % | ||||||||||||||||
Total interest-bearing liabilities |
345,345 | $ | 1,837 | 2.13 | % | 260,548 | $ | 1,026 | 1.58 | % | ||||||||||||||
Noninterest-bearing liabilities |
||||||||||||||||||||||||
Demand deposits |
56,589 | 52,083 | ||||||||||||||||||||||
Other |
5,452 | 4,142 | ||||||||||||||||||||||
Total liabilities |
$ | 407,386 | $ | 316,773 | ||||||||||||||||||||
Stockholders equity |
35,634 | 34,514 | ||||||||||||||||||||||
Total Liabilities and Equity |
$ | 443,020 | $ | 351,287 | ||||||||||||||||||||
Net interest earnings |
$ | 3,362 | $ | 2,997 | ||||||||||||||||||||
Net yield on interest earning assets |
3.42 | % | 3.74 | % | ||||||||||||||||||||
Interest rate spread |
3.17 | % | 3.44 | % |
13
Loan Activity
Total gross loans grew to $225.9 million at March 31, 2005, reflecting a 2.4% or $5.3 million increase from December 31, 2004. Commercial loans totaled $157.5 million at March 31, 2005, reflecting a 3.8% or $5.7 million increase from December 31, 2004. Consumer loans totaled $67.8 million at March 31, 2005, reflecting a 0.6% or $0.4 million decrease from December 31, 2004. The Bank continues to sell certain fixed rate residential mortgages originated below a designated interest level to the Federal National Mortgage Association (FNMA), while maintaining the servicing rights. During the first quarter 2005, the Bank sold mortgages to the FNMA totaling $1.2 million as compared to $0.9 million during the first quarter 2004. At March 31, 2005, the Bank had a loan servicing portfolio principal balance of $29.8 million upon which it earns servicing fees. This loan servicing portfolio balance compares to $29.2 million at December 31, 2004.
Loan Portfolio Composition
The following table presents selected information on the composition of the Companys loan portfolio in dollar amounts and in percentages as of the dates indicated.
March 31, 2005 | Percentage | December 31, 2004 | Percentage | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Commercial Loans |
||||||||||||||||
Real Estate |
$ | 120,860 | 53.6 | % | $ | 117,896 | 53.6 | % | ||||||||
Installment |
17,239 | 7.7 | % | 17,266 | 7.9 | % | ||||||||||
Lines of Credit |
13,086 | 5.8 | % | 12,016 | 5.4 | % | ||||||||||
Direct Financing Leases |
6,250 | 2.8 | % | 4,546 | 2.1 | % | ||||||||||
Cash Reserve |
68 | 0.0 | % | 73 | 0.0 | % | ||||||||||
Total Commercial Loans |
157,503 | 69.9 | % | 151,797 | 69.0 | % | ||||||||||
Consumer Loans |
||||||||||||||||
Real Estate |
33,371 | 14.8 | % | 32,756 | 14.9 | % | ||||||||||
Home Equity |
31,555 | 14.0 | % | 31,253 | 14.2 | % | ||||||||||
Installment |
2,383 | 1.1 | % | 2,324 | 1.0 | % | ||||||||||
Overdrafts |
106 | 0.0 | % | 1,456 | 0.7 | % | ||||||||||
Credit Card |
269 | 0.1 | % | 290 | 0.1 | % | ||||||||||
Other |
142 | 0.1 | % | 132 | 0.1 | % | ||||||||||
Total Consumer Loans |
67,826 | 30.1 | % | 68,211 | 31.0 | % | ||||||||||
Total Loans |
225,329 | 100.0 | % | 220,008 | 100.0 | % | ||||||||||
Net Deferred
Costs & Unearned Discounts |
575 | 590 | ||||||||||||||
Allowance for Loan Losses |
(3,179 | ) | (2,999 | ) | ||||||||||||
Loans, net |
$ | 222,725 | $ | 217,599 | ||||||||||||
Asset quality continues to remain strong with net recoveries of $29 thousand in the first quarter of 2005. Non-performing loans, defined as accruing loans greater than 90 days past due and non-accrual loans, totaled 0.99% of total loans outstanding at March 31, 2005 as compared to 0.82% at December 31, 2004. The increase in non-performing loans was primarily due to one $500,000 commercial loan becoming 90 days past due in the first quarter of 2005. The allowance for loan losses totaled $3.2 million or 1.41% of gross loans outstanding at March 31, 2005 as compared to $3.0 million or 1.36% of gross loans outstanding at December 31, 2004.
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The adequacy of the Companys allowance for loan losses is reviewed quarterly by the Companys management with consideration given to loan concentrations, charge-off history, delinquent loan percentages, and general economic conditions. Management believes the allowance for loan losses is adequate for credit losses from existing loans.
The following table sets forth information regarding non-performing loans as of the dates specified.
March 31, 2005 | December 31, 2004 | |||||||
(in thousands) | ||||||||
Non-accruing loans: |
||||||||
Mortgage loans on real estate |
||||||||
Residential 1-4 family |
$ | | $ | | ||||
Commecial and multi-family |
91 | 278 | ||||||
Construction |
| | ||||||
Second mortgages |
| | ||||||
Home equity lines of credit |
| | ||||||
Total mortgage loans on real estate |
91 | 278 | ||||||
Direct financing leases |
| 2 | ||||||
Commercial loans |
1,537 | 1,375 | ||||||
Consumer installment loans |
||||||||
Personal |
| | ||||||
Credit cards |
| | ||||||
Other |
| | ||||||
Total consumer installment loans |
| | ||||||
Total non-accuing loans |
$ | 1,628 | $ | 1,655 | ||||
Accruing loans 90+ days past due |
605 | 151 | ||||||
Total non-performing loans |
2,233 | 1,806 | ||||||
Total non-performing loans as a percentage
of total assets |
0.49 | % | 0.42 | % | ||||
Total non-performing loans as a percentage
of total loans |
0.99 | % | 0.82 | % | ||||
For the quarter ended March 31, 2005, gross interest income that would have been reported on non-accruing loans, had they been current, was $31 thousand. There was no interest income included in net income for the quarter ended March 31, 2005 on non-accruing loans.
15
The following table sets forth information regarding the allocation of the allowance for loan losses as of the dates specified.
Allocation of the Allowance for Loan Losses
Balance at | Balance at | |||||||
3/31/2005 | 12/31/2004 | |||||||
Attributable to : | Attributable to : | |||||||
(in thousands) | ||||||||
Real Estate Loans |
$ | 1,360 | $ | 1,768 | ||||
Commercial Loans |
1,158 | 618 | ||||||
Consumer Loans |
160 | 187 | ||||||
Direct Financing Leases |
199 | 130 | ||||||
All other loans |
26 | | ||||||
Unallocated |
276 | 296 | ||||||
Total |
$ | 3,179 | $ | 2,999 | ||||
Investing Activities
The Companys securities portfolio increased by 4.5%, or $7.7 million, to approximately $177.6 million at March 31, 2005 as compared to approximately $169.9 million at December 31, 2004. The growth in the securities portfolio was due in part to the seasonal growth in Muni-Vest deposits during the three month period ended March 31, 2005, discussed below. Available funds continue to be invested in U.S. government and agency securities and tax-advantaged bonds issued by New York State municipalities and school districts. The Company monitors extension and prepayment risk in the portfolio to limit potential exposures. Management believes the average expected life of the portfolio is 3.90 years as of March 31, 2005, as compared to 3.92 years as of December 31, 2004. Available-for-sale securities with a total fair value of $152.4 million at March 31, 2005 were pledged as collateral to secure public deposits and for other purposes required or permitted by law.
Funding Activities
Total deposits during the quarter increased 18.3% to $357.0 million at March 31, 2005 from $301.9 million at December 31, 2004. Regular savings deposits decreased to $94.8 million at March 31, 2005, reflecting a 6.6% or $6.7 million decrease for the quarter, partially due to funds reallocated to a certificate of deposit promotion related to the Banks new branch opening in January 2005. Time deposits less than $100,000 increased 38.5% or $21.5 million. Muni-Vest deposits increased 75.8% or $30.5 million for the quarter, due to the normal inflow of municipal tax receipts, which occurs during the first quarter of the calendar year. Core deposits (all deposits excluding time deposits greater than $100,000) increased to $321.8 million, reflecting a 19.5% or $52.5 million increase for the quarter. Time deposits $100,000 and over increased 11.8%, and securities sold under agreement to repurchase decreased 5.2% from December 31, 2004. The balances of these items vary day to day within a range based on customer transaction volume. Variances within that range represent normal deposit activity.
Other Balance Sheet Changes
Other borrowed funds decreased to $40.9 million at March 31, 2005 from $68.0 million at December 31, 2004. The decrease of approximately $27.1 million is primarily attributed to the Bank paying down borrowings with funds generated from Muni-Vest deposits and funds from a certificate of deposit promotion.
ANALYSIS OF RESULTS OF OPERATIONS
Net Income
Net income was $1.3 million or $0.49 per share for the quarter ended March 31, 2005 as compared to $1.2 million or $0.45 per share for the quarter ended March 31, 2004. Net income represented a return on average assets of 1.14% for the quarter ended March 31, 2005 compared to 1.33% for the same period in 2004. The return on
16
average equity for the first quarter of 2005 was 14.17 % compared to 13.54% for the first quarter of 2004. The increase is primarily due to the factors discussed below.
Other Operating Results
Net interest income for the first quarter 2005 was $3.4 million and represented a $0.4 million increase from first quarter 2004, primarily as a result of growth in interest-earning assets and the acquisition of M&C Leasing Co., Inc. (M&C Leasing) on December 31, 2004. The net interest margin for the first quarter of 2005 was 3.42% as compared to 3.74% for the first quarter of 2004, primarily due to an increase in the Banks cost of interest-bearing liabilities, from 1.58% in 2004 to 2.13% in 2005. Muni-vest, time deposits, and interest on junior subordinated debentures issued were the primary drivers of this increase in the cost of funds.
The provision for loan losses increased to $151 thousand for the first quarter of 2005 from $136 thousand for the same time period in 2004. The increase was a result of continued commercial loan growth. Commercial real estate loans tend to have a higher credit risk than consumer loans. To offset this higher credit risk, the Bank continued to portfolio fixed rate residential loans during the quarter ended March 31, 2005.
Non-interest income was $3.0 million for the first quarter of 2005, an increase of $0.7 million, or 30.0% over the fourth quarter of 2004. This increase was primarily a result of an increase in insurance fee revenue of $0.7 million, or 49.8% over the prior year quarter. The increased insurance fee revenue in the quarter was partially the result of ENBIs acquisition of Ulrich & Company, Inc. (Ulrich & Company) on October 1, 2004. Additionally, profit sharing revenue, revenue earned from performance with insurance companies from the prior year, resulted in insurance fee revenue of $0.7 million in the first quarter of 2005, an increase of $0.3 million from the $0.4 million profit sharing revenue in the first quarter of 2004.
Non-interest expense was $4.5 million for the first quarter of 2005, an increase of $0.9 million, or 23.4% over the first quarter of 2004. A component of the increase was an additional $0.4 million in salary and employee benefit expense related to Company growth and merit pay increases awarded in early 2005, as well as an increase in the number of employees related to the acquisitions of Ulrich & Company and M&C Leasing in the fourth quarter of 2004. In addition, occupancy expense for the first quarter of 2005 increased $0.1 million over the first quarter of 2004 primarily due to Company growth, including the insurance agency location in Lockport, New York in October 2004 and the Banks move to administrative offices in Hamburg, New York in July 2004. Additionally, in the first quarter of 2005, there was an aggregate $0.4 million increase over the first quarter of 2004 for the following expenses: advertising and public relations increased due to promotions for the Banks new branch location in North Buffalo, along with efforts to promote the Banks name in its new markets; professional services increased due to the Banks engagement of an outside consultant for a revenue enhancement project; other expenses increased primarily due to the acquisitions of Ulrich & Company and M&C leasing.
Income tax expense totaled $492 thousand and $388 thousand for the three month periods ended March 31, 2005 and 2004, respectively. The effective combined tax rate for the first quarter of 2005 was 28.1% compared to 24.9% for the first quarter of 2004. The increase is primarily a result of the decreased composition of non-taxable municipal securities as a percentage of the overall investment portfolio.
CAPITAL
The Bank has consistently maintained regulatory capital ratios at, or above, federal well capitalized standards. Total stockholders equity was $34.4 million at March 31, 2005, down from $35.5 million at December 31, 2004. This decrease is primarily attributable to unrealized investment losses recognized in the first quarter of 2005. Equity as a percentage of assets was 7.5% at March 31, 2005, compared to 8.3% at December 31, 2004. Book value per common share declined to $13.28 at March 31, 2005, from $13.68 at December 31, 2004.
LIQUIDITY
The Bank utilizes cash flows from the investment portfolio and federal funds sold balances to manage the liquidity requirements it experiences due to loan demand and deposit fluctuations. The Bank also has many borrowing options. As a member of the Federal Home Loan Bank (FHLB) the Bank is able to borrow funds at competitive rates. Advances of up to $16.0 million can be drawn on the FHLB via an Overnight Line of Credit Agreement between the Bank and the FHLB. An amount equal to 25% of the Banks total assets could be borrowed through the advance programs under certain qualifying circumstances. The Bank also has the ability to purchase up to $10.0 million in federal funds from one of its correspondent banks. By placing sufficient collateral in safekeeping at the Federal Reserve Bank, the Bank could also borrow at the discount window. Additionally, the Bank has access to capital markets as a funding source.
17
Cash flows from the Banks investment portfolio are laddered, so the securities mature at regular intervals, to provide funds from principal and interest payments at various times as liquidity needs may arise. Contractual maturities are also laddered, with consideration as to the volatility of market prices, so that the securities are available for sale from time-to-time without the need to incur significant losses. At March 31, 2005, approximately 23.91% of the Banks securities had contractual maturity dates of one year or less and approximately 1.91% had maturity dates of five years or less. Available assets of $189.6 million, less public and purchased funds of $175.2 million, resulted in a long-term liquidity ratio of 108% at March 31, 2005, versus 102% at December 31, 2004.
Liquidity needs can also be met by more aggressively pursuing municipal deposits, which are normally awarded on the basis of competitive bidding. The Company believes that the Bank maintains a sufficient level of U.S. government and government agency securities and New York State municipal bonds that can be pledged as collateral for these deposits.
18
ITEM 3 QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Additional information responsive to this Item is contained in the Liquidity section of Managements Discussion and Analysis of Financial Condition and Results of Operation, which information is incorporated herein by reference.
Market risk is the risk of loss from adverse changes in market prices and/or interest rates of the Banks financial instruments. The primary market risk the Company is exposed to is interest rate risk. The core banking activities of lending and deposit-taking expose the Bank to interest rate risk, which occurs when assets and liabilities reprice at different times and by different amounts as interest rates change. As a result, net interest income earned by the Bank is subject to the effects of changing interest rates. The Bank measures interest rate risk by calculating the variability of net interest income in the future periods under various interest rate scenarios using projected balances for interest-earning assets and interest-bearing liabilities. Managements philosophy toward interest rate risk management is to limit the variability of net interest income. The balances of financial instruments used in the projections are based on expected growth from forecasted business opportunities, anticipated prepayments of loans, and investment securities and expected maturities of investment securities, loans and deposits. Management supplements the modeling technique described above with analysis of market values of the Banks financial instruments and changes to such market values given changes in the interest rates.
The Banks Asset Liability Committee, which includes members of senior management, monitors the Banks interest rate sensitivity with the aid of a computer model that considers the impact of ongoing lending and deposit taking activities, as well as interrelationships in the magnitude and timing of the repricing of financial instruments, including the effect of changing interest rates on expected prepayments and maturities. When deemed prudent, management has taken actions, and intends to do so in the future, to mitigate exposure to interest rate risk through the use of on or off-balance sheet financial instruments. Possible actions include, but are not limited to, changing the pricing of loan and deposit products, and modifying the composition of interest-earning assets and interest-bearing liabilities, and other financial instruments used for interest rate risk management purposes.
The following table demonstrates the possible impact of changes in interest rates on the Banks net interest income over a 12 month period of time:
SENSITIVITY OF NET INTEREST INCOME
TO CHANGES IN INTEREST RATES
Calculated increase(decrease) | ||||||||
in projected annual net interest income | ||||||||
(in thousands) | ||||||||
March 31, 2005 | December 31, 2004 | |||||||
Changes in interest rates |
||||||||
+200 basis points |
$ | (516 | ) | $ | (497 | ) | ||
-200 basis points |
(319 | ) | (425 | ) |
Many assumptions were utilized by management to calculate the impact that changes in the interest rates may have on net interest income. The more significant assumptions related to the rate of prepayments of mortgage-related assets, loan and deposit volumes and pricing, and deposit maturities. The Bank assumed immediate changes in rates including 200 basis point rate changes. In the event that the 200 basis point rate changes cannot be achieved, the applicable rate changes are limited to lesser amounts such that interest rates cannot be less than zero. These assumptions are inherently uncertain and, as a result, the Bank cannot precisely predict the impact of changes in interest rates on net interest income. Actual results may differ significantly due to the timing, magnitude, and frequency of interest rate changes in market conditions and interest rate differentials (spreads) between maturity/repricing categories, as well as any actions such as those previously described, which management may take to counter such changes. In light of the uncertainties and assumptions associated with the process, the amounts presented in the table and changes in such amounts are not considered significant to the Banks projected net interest income.
19
ITEM 4 CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEEDURES
The Companys management, with the participation of the Companys principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Companys principal executive and principal financial officers concluded that the Companys disclosure controls and procedures as of March 31, 2005 (the end of the period covered by this Report) have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Companys internal control over financial reporting that occurred in the fiscal quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table includes all Company repurchases made on a monthly basis during the period covered by this report, including those made pursuant to publicly announced plans, or programs.
Total number of | ||||||||||||||||||||||
shares purchased as | Maximum number of | |||||||||||||||||||||
Total number | Average price | part of publicly | shares that may yet be | |||||||||||||||||||
of shares | paid | announced plans or | purchased under the plans | |||||||||||||||||||
Period | purchased | per share | programs | or programs | ||||||||||||||||||
January 2005 (January 1, 2005, through January 31, 2005) |
900 | $ | 25.12 | 900 | 18,475 | |||||||||||||||||
February 2005 (February 1, 2005 through February 28, 2005) |
1,700 | $ | 23.58 | 1,700 | 16,775 | |||||||||||||||||
March 2005 (March 1, 2005 through March 31, 2005) |
| n/a | | 16,775 | ||||||||||||||||||
Total |
2,600 | $ | 24.11 | 2,600 | 16,775 | |||||||||||||||||
All of the foregoing shares were purchased in open market transactions. On October 22, 2003, the Company announced that its Board of Directors had authorized the repurchase of up to 50,000 shares of the Companys common stock over a two year period. The Company did not make any repurchases during the quarter ended March 31, 2005 other than pursuant to this publicly announced program, and there were no other publicly announced plans outstanding as of March 31, 2005.
ITEM 5. Other Information
The Company maintains long term disability insurance for all of its employees, which provides 67 percent replacement income coverage when an employee becomes disabled, with a maximum monthly benefit of $10,000. On May 12, 2005, each of the Companys executive officers, including its named executive officers (which officers were determined by reference to the Companys proxy statement dated March 28, 2005), executed applications with Massachusetts Mutual Life Insurance Company for supplemental disability income insurance coverage, to
20
supplement the monthly income benefit payable under the Companys group long term disability insurance to the Companys highly compensated employees, including the Companys named executive officers. In addition to the payment of additional monthly insurance benefits, the supplemental disability income insurance provides a $500 monthly contribution to a retirement account on the disabled executive officers behalf. The supplemental disability insurance coverage is effective June 1, 2005.
ITEM 6. Exhibits
Exhibit No. | Name | Page No. | ||||
10.1
|
Summary of Compensation Arrangements for Named Executive Officers and Directors | 23 | ||||
31.1
|
Certification of Principal Executive Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002. | 24 | ||||
31.2
|
Certification of the Principal Financial Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002. | 25 | ||||
32.1
|
Certification of Principal Executive Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 26 | ||||
32.2
|
Certification of Principal Financial Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 27 |
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.
Evans Bancorp, Inc. | ||||||
DATE |
||||||
May 13, 2005
|
By: | /s/ James Tilley | ||||
James Tilley | ||||||
President and CEO | ||||||
(On Behalf of the Registrant and | ||||||
as Principal Executive Officer) | ||||||
DATE |
||||||
May 13, 2005
|
By: | /s/ Mark DeBacker | ||||
Mark DeBacker | ||||||
Treasurer | ||||||
(Principal Financial Officer) |
22
Exhibit Index
Exhibit No. | Name | Page No. | ||||
10.1
|
Summary of Compensation Arrangements for Named Executive Officers and Directors | 23 | ||||
31.1
|
Certification of Principal Executive Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002. | 24 | ||||
31.2
|
Certification of the Principal Financial Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002. | 25 | ||||
32.1
|
Certification of Principal Executive Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 26 | ||||
32.2
|
Certification of Principal Financial Officer pursuant to 18 USC Section 1350 Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 27 |