SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For Quarter ended June 30, 2004
Commission File Number 0-15261
Bryn Mawr Bank Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania | 23-2434506 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer identification No.) |
801 Lancaster Avenue, Bryn Mawr, Pennsylvania | 19010 | |
(Address of principal executive offices) | (Zip Code) |
(610) 525-1700
Registrants telephone number, including area code
Not Applicable
Former name, former address and fiscal year, if changed since last report.
Indicate by check whether the registrant (1) has filed all reports 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes x No ¨
Indicate the number of shares outstanding of each of the issuers class of common stock, as of the latest practicable date.
Class | Outstanding at July 26, 2004 | |
Common Stock, par value $1 | 8,595,008 |
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED June 30, 2004
INDEX
PART IFINANCIAL INFORMATION | ||||
ITEM 1. | FINANCIAL STATEMENTS | |||
Consolidated Statements of Income for the six months ended June 30, 2004 and 2003 (unaudited) |
Page 1 | |||
Consolidated Statements of Income for the three months ended June 30, 2004 and 2003 (unaudited) |
Page 2 | |||
Page 3 | ||||
Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited) |
Page 4 | |||
Page 5 | ||||
Page 6 | ||||
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | Page 15 | ||
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS | Page 41 | ||
ITEM 4. | CONTROLS AND PROCEDURES | Page 42 | ||
PART IIOTHER INFORMATION | Page 43 | |||
ITEM 1. | LEGAL PROCEEDINGS | Page 43 | ||
ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS AND ISSUER PURCHASE OF EQUITY SECURITIES | Page 44 | ||
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | Page 45 | ||
ITEM 4. | SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS | Page 45 | ||
ITEM 5. | OTHER INFORMATION | Page 46 | ||
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K | Page 46 |
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands*)
Unaudited
Six Months Ended June 30 |
|||||||
2004 |
2003** |
||||||
Interest income: |
|||||||
Interest and fees on loans |
$ | 14,546 | $ | 14,023 | |||
Interest on federal funds sold |
33 | 57 | |||||
Interest on interest bearing deposits with banks |
8 | 22 | |||||
Interest and dividends on investment securities: |
|||||||
U.S. Government Agency securities |
396 | 405 | |||||
Obligations of states and political subdivisions |
83 | 10 | |||||
Dividend income |
18 | 24 | |||||
Total interest and dividend income |
15,084 | 14,541 | |||||
Interest expense on deposits |
2,156 | 2,186 | |||||
Interest expense on borrowings |
10 | 9 | |||||
Total interest expense |
2,166 | 2,195 | |||||
Net interest income |
12,918 | 12,346 | |||||
Loan loss provision |
375 | 500 | |||||
Net interest income after loan loss provision |
12,543 | 11,846 | |||||
Non-interest Income |
|||||||
Fees for Trust services |
5,198 | 4,661 | |||||
Service charges on deposits |
954 | 960 | |||||
Other service charges, commissions and fees |
1,230 | 1,232 | |||||
Net gain on sale of loans |
2,073 | 6,988 | |||||
Net gain on sale mortgage servicing rights |
1,146 | | |||||
Other operating income |
812 | 948 | |||||
Total non-interest income |
11,413 | 14,789 | |||||
Non-interest expenses: |
|||||||
Salaries and wages |
7,675 | 7,902 | |||||
Employee benefits |
2,207 | 2,255 | |||||
Occupancy and bank premises |
1,091 | 1,011 | |||||
Furniture, fixtures, and equipment |
883 | 912 | |||||
Amortization of mortgage servicing rights |
494 | 2,079 | |||||
Other operating expenses |
3,732 | 3,870 | |||||
Total non-interest expenses |
16,082 | 18,029 | |||||
Income from continuing operations before income taxes |
7,874 | 8,606 | |||||
Applicable income taxes |
2,725 | 3,008 | |||||
Income from continuing operations |
5,149 | 5,598 | |||||
(Loss) income from discontinued operations |
| (2,120 | ) | ||||
Net Income |
$ | 5,149 | $ | 3,478 | |||
Basic earnings per common share*** |
|||||||
Income from continuing operations |
$ | 0.60 | $ | 0.64 | |||
(Loss) income from discontinued operations |
$ | 0.00 | ($ | 0.24 | ) | ||
Total earning per common share |
$ | 0.60 | $ | 0.40 | |||
Diluted earnings per common share*** |
|||||||
Income from continuing operations |
$ | 0.58 | $ | 0.64 | |||
(Loss) income from discontinued operations |
$ | 0.00 | ($ | 0.24 | ) | ||
Total earning per common share |
$ | 0.58 | $ | 0.40 | |||
Dividends declared per share*** |
$ | 0.20 | $ | 0.20 | |||
Weighted-average shares outstanding |
8,624,439 | 8,657,936 | |||||
Dilutive potential common shares |
186,593 | 129,184 | |||||
Adjusted weighted-average shares |
8,811,032 | 8,787,120 |
The accompanying notes are an integral part of the consolidated financial statements.
* Except for share and per share data.
** Reclassified for comparative purposes.
*** Restated for 2 for 1 stock split effective October 1, 2003
Page 1
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands*)
Unaudited
Three Months Ended June 30 |
|||||||
2004 |
2003** |
||||||
Interest income: |
|||||||
Interest and fees on loans |
$ | 7,368 | $ | 7,012 | |||
Interest on federal funds sold |
15 | 32 | |||||
Interest on interest bearing deposits with banks |
2 | 12 | |||||
Interest and dividends on investment securities: |
|||||||
U.S. Government Agency Securities |
196 | 191 | |||||
Obligations of states and political subdivisions |
42 | 5 | |||||
Dividend income |
9 | 12 | |||||
Total interest and dividend income |
7,632 | 7,264 | |||||
Interest expense on deposits |
1,074 | 1,099 | |||||
Interest expense on borrowings |
9 | | |||||
Total interest expense |
1,083 | 1,099 | |||||
Net interest income |
6,549 | 6,165 | |||||
Loan loss provision. |
188 | 250 | |||||
Net interest income after loan loss provision |
6,361 | 5,915 | |||||
Non-interest Income |
|||||||
Fees for Trust services |
2,644 | 2,336 | |||||
Service charges on deposits |
478 | 481 | |||||
Other service charges, commissions and fees |
571 | 634 | |||||
Net gain on sale of loans |
701 | 3,589 | |||||
Net gain on sale of mortgage servicing rights |
73 | | |||||
Other operating income |
372 | 407 | |||||
Total non-interest income |
4,839 | 7,447 | |||||
Non-interest expenses: |
|||||||
Salaries and wages |
3,726 | 3,716 | |||||
Employee benefits |
1,033 | 1,052 | |||||
Occupancy and bank premises |
584 | 493 | |||||
Furniture, fixtures, and equipment |
449 | 444 | |||||
Amortization of mortgage servicing rights |
301 | 1,295 | |||||
Other operating expenses |
1,868 | 2,171 | |||||
Total non interest expenses |
7,961 | 9,171 | |||||
Income from continuing operations before income taxes |
3,239 | 4,191 | |||||
Applicable income taxes |
1,110 | 1,454 | |||||
Income from continuing operations |
2,129 | 2,737 | |||||
(Loss) income from discontinued operations, net of taxes |
| (1,928 | ) | ||||
Net Income |
$ | 2,129 | $ | 809 | |||
Basic earnings per common share*** |
|||||||
Income from continuing operations |
$ | 0.25 | $ | 0.31 | |||
(Loss) income from discontinued operations |
$ | 0.00 | ($ | 0.22 | ) | ||
Total earning per common share |
$ | 0.25 | $ | 0.09 | |||
Diluted earnings per common share*** |
|||||||
Income from continuing operations |
$ | 0.24 | $ | 0.31 | |||
(Loss) income from discontinued operations |
$ | 0.00 | ($ | 0.22 | ) | ||
Total earning per common share |
$ | 0.24 | $ | 0.09 | |||
Dividends declared per share*** |
$ | 0.10 | $ | 0.10 | |||
Weighted-average shares outstanding |
8,605,673 | 8,630,252 | |||||
Dilutive potential common shares |
172,397 | 132,378 | |||||
Adjusted weighted-average shares |
8,778,070 | 8,762,630 |
The accompanying notes are an integral part of the consolidated financial statements.
* Except for share and per share data.
** Reclassified for comparative purposes.
*** Restated for 2 for 1 stock split effective October 1, 2003
Page 2
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)
June 30, 2004 (Unaudited) |
December 31, 2003* |
June 30, 2003 (Unaudited)* |
||||||||||
Assets |
||||||||||||
Cash and due from banks |
$ | 36,254 | $ | 32,471 | $ | 39,363 | ||||||
Interest bearing deposits with banks |
7,786 | 10,524 | 284 | |||||||||
Federal funds sold |
10,000 | 3,300 | 16,600 | |||||||||
Investment securities available for sale, at market (amortized cost of $32,164, $31,411 and $22,625 as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively) |
31,652 | 31,397 | 22,776 | |||||||||
Loans: |
||||||||||||
Consumer |
12,951 | 18,580 | 20,163 | |||||||||
Commercial |
185,909 | 178,381 | 176,546 | |||||||||
Real estate |
353,858 | 302,426 | 267,713 | |||||||||
Loans held for sale, at fair market value |
4,795 | 3,691 | 22,107 | |||||||||
Total loans |
557,513 | 503,078 | 486,529 | |||||||||
Less: Allowance for loan losses |
(6,965 | ) | (6,670 | ) | (6,576 | ) | ||||||
Net deferred loan fees |
(626 | ) | (662 | ) | (596 | ) | ||||||
Net loans |
549,922 | 495,746 | 479,357 | |||||||||
Premises and equipment, net |
13,659 | 13,756 | 12,200 | |||||||||
Accrued interest receivable |
2,390 | 2,274 | 2,190 | |||||||||
Deferred federal income taxes |
909 | | 1,700 | |||||||||
Mortgage servicing rights |
3,283 | 4,391 | 3,569 | |||||||||
Other assets |
9,381 | 10,989 | 5,774 | |||||||||
Assets of discontinued operations held for sale |
| | 2,460 | |||||||||
Total assets |
$ | 665,236 | $ | 604,848 | $ | 586,273 | ||||||
Liabilities |
||||||||||||
Deposits: |
||||||||||||
Demand, noninterest-bearing |
$ | 145,830 | $ | 144,579 | $ | 153,520 | ||||||
Savings |
346,759 | 285,369 | 263,649 | |||||||||
Time |
95,432 | 97,191 | 96,736 | |||||||||
Total deposits |
588,021 | 527,139 | 513,905 | |||||||||
Accrued interest payable |
2,389 | 2,328 | 1,857 | |||||||||
Other liabilities |
6,255 | 7,999 | 7,830 | |||||||||
Liabilities of discontinued operations |
| | 12 | |||||||||
Total liabilities |
596,665 | 537,466 | 523,604 | |||||||||
Shareholders equity |
||||||||||||
Common stock, par value $1; authorized 25,000,000 shares; issued 11,163,632, 11,135,232 and 5,448,508 shares as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively and outstanding of 8,594,678, 8,670,974 and 4,316,264 shares as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively |
11,164 | 11,135 | 5,549 | |||||||||
Paid-in capital in excess of par value |
6,965 | 6,487 | 11,472 | |||||||||
Accumulated other comprehensive income net of taxes |
(450 | ) | (126 | ) | (88 | ) | ||||||
Retained earnings |
72,701 | 69,280 | 65,133 | |||||||||
90,380 | 86,776 | 82,066 | ||||||||||
Less: Common stock in treasury at cost2,568,954, 2,464,258 and 1,232,244 shares as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively |
(21,809 | ) | (19,394 | ) | (19,397 | ) | ||||||
Total shareholders equity |
68,571 | 67,382 | 62,669 | |||||||||
Total liabilities and shareholders equity |
$ | 665,236 | $ | 604,848 | $ | 586,273 | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
* Reclassified for comparative purposes.
Page 3
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Unaudited
Six Months Ended June 30 |
||||||||
2004 |
2003 |
|||||||
Operating activities: |
||||||||
Net Income from continuing operations |
$ | 5,149 | $ | 5,598 | ||||
Adjustments to reconcile net income from continuing operations to net cash (used) provided by operating activities: |
||||||||
Provision for loan losses |
375 | 500 | ||||||
Provision for depreciation and amortization |
688 | 723 | ||||||
Loans originated for resale |
(93,124 | ) | (397,739 | ) | ||||
Proceeds from loans sold |
94,920 | 407,690 | ||||||
Gain on sale of loans |
(2,073 | ) | (6,988 | ) | ||||
Gain on sale of MSRs |
(1,146 | ) | | |||||
Provision for deferred income taxes (benefit) |
(909 | ) | (762 | ) | ||||
Change in tax receivable |
800 | | ||||||
Change in accrued interest receivable |
(116 | ) | (72 | ) | ||||
Change in accrued interest payable |
61 | 419 | ||||||
Changes in mortgage servicing rights |
1,108 | 387 | ||||||
Changes in other assets and other liabilities |
(814 | ) | (1,241 | ) | ||||
Net cash (used) provided by operating activities |
4,919 | 8,515 | ||||||
Investing activities: |
||||||||
Purchases of investment securities |
(11,926 | ) | (11,164 | ) | ||||
Proceeds from maturity and calls of fixed income securities |
11,195 | 10,434 | ||||||
Loan originations, net |
(53,127 | ) | (14,631 | ) | ||||
Loans purchased (dealer loans) |
| (7,500 | ) | |||||
Purchases of premises and equipment |
(563 | ) | (742 | ) | ||||
Net cash (used) provided by investing activities |
(54,421 | ) | (23,603 | ) | ||||
Financing activities: |
||||||||
Net increase in demand and savings deposits |
62,641 | 29,418 | ||||||
Net (decrease) increase in time deposits |
(1,759 | ) | 867 | |||||
Dividends paid |
(1,727 | ) | (1,734 | ) | ||||
Repayment of mortgage debt |
| (513 | ) | |||||
Purchases of treasury stock |
(2,415 | ) | (1,790 | ) | ||||
Proceeds from issuance of common stock |
507 | 200 | ||||||
Net decrease in borrowed funds |
| (20,000 | ) | |||||
Net cash provided by financing activities |
57,247 | 6,448 | ||||||
Net cash provided (used) by continued operations |
7,745 | (8,640 | ) | |||||
Net cash (used) by discontinued operations |
| (914 | ) | |||||
Increase (decrease) in cash and cash equivalents |
7,745 | (9,554 | ) | |||||
Cash and cash equivalents at beginning of period |
46,295 | 65,801 | ||||||
Cash and cash equivalents at end of period |
$ | 54,040 | $ | 56,247 | ||||
Supplemental cash flow information: |
||||||||
Income taxes paid |
$ | 4,269 | $ | 3,540 | ||||
Interest paid |
$ | 2,106 | $ | 1,776 |
The accompanying notes are an integral part of the consolidated financial statements.
Page 4
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Unaudited
Three Months June 30 |
Six Months Ended June 30 |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
|||||||||||||
Net Income |
$ | 2,129 | $ | 809 | $ | 5,149 | $ | 3,478 | ||||||||
Other comprehensive income: |
||||||||||||||||
Unrealized holding losses on available-for-sale securities |
(589 | ) | (84 | ) | (498 | ) | (197 | ) | ||||||||
Deferred income tax benefit on unrealized holding losses on available for sale securities |
207 | 29 | 174 | 68 | ||||||||||||
Comprehensive net income |
$ | 1,747 | $ | 754 | $ | 4,825 | $ | 3,349 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
Page 5
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004 AND 2003
(Unaudited)
1. Unaudited Interim Results:
The consolidated statements of income of Bryn Mawr Bank Corporation (the Corporation) for the three and six month periods ended June 30, 2004 and 2003, the consolidated balance sheets as of June 30, 2004 and 2003, the related consolidated statements of cash flows for the six month periods ended June 30, 2004 and 2003, and the related consolidated statements of comprehensive income for the six month periods ended June 30, 2004 and 2003 are all unaudited.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenue and expense during the reporting period. Actual results could differ from those estimates. Management believes that all adjustments, accruals and elimination entries necessary for the fair presentation of the consolidated financial position and results of operations for the interim periods presented have been made. All such adjustments were of a normal recurring nature. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Corporations 2003 Annual Report incorporated in the 2003 Form 10-K (Exhibit #13).
2. Earnings Per Common Share:
Reference is made to Note #13, Stock Option Plan (the Plan), in the Notes to Consolidated Financial Statements in the Corporations 2003 Annual Report incorporated in the 2003 Form 10-K (Exhibit #13). Shares under option under the Plan had a dilutive impact on net income per share for the three-month period and the six month period ended June 30, 2004.
3. Summary of Significant Accounting Policies:
The significant accounting policies are as follows:
Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing deposits with banks and federal funds sold.
Page 6
Investment securities:
Management categorized all of its investment securities as available for sale as part of its asset/liability management strategy since they may be sold in response to changes in interest rates, prepayments and similar factors. Investments in this classification are reported at the current market value with net unrealized gains or losses, net of the applicable deferred tax effect, being added to or deducted from the Corporations total shareholders equity on the balance sheet. As of June 30, 2004, shareholders equity decreased by $333,000 due to unrealized losses (net of $179,000 in deferred income tax benefit) of $512,000 in the investment securities portfolio. As of December 31, 2003, shareholders equity decreased by $9,000 due to unrealized losses (net of $5,000 in deferred income tax benefit) of $14,000 in the investment securities portfolio.
Mortgage Servicing Rights:
Mortgage servicing rights (MSRs) are recorded when residential mortgage loans are sold with servicing retained by The Bryn Mawr Trust Company (the Bank). A quarterly independent valuation of MSRs is completed to determine (1) the market value of the MSR portfolio at that quarter end and (2) the projected cash flows from the MSR portfolio for the subsequent quarter (the MSR Valuation). The subsequent cash flow projection, which takes into consideration a number of factors, including the projected pre-payment speeds of the respective mortgage loans, is the basis for the amortization of the MSRs in the subsequent quarter. The amount of quarterly amortization is determined each quarter from the results of the quarterly MSR Valuation and any changes to the amount of amortization are made on a quarterly basis. When loans are paid off, any unamortized balances of the respective MSRs are written off against current Bank net income. Should any impairment of the MSRs be determined by the quarterly MSR Valuation, the balance of the MSRs would be written down by the amount of the impairment.
Loan Loss Provision:
The loan loss provision charged to operating expenses is driven by a systematic formula and those factors which, in managements judgment, deserve current recognition in estimating loan losses including the continuing evaluation of the loan portfolio and the Banks past loan loss experience. The allowance for loan losses is an amount that management believes will be adequate to absorb losses inherent in existing loans. In addition, the Banks primary regulators, as an integral part of their examination process, may require adjustments to the allowance for loan losses.
Page 7
Pension and Other Post Retirement Benefits:
The Corporation sponsors two pension plans and a post retirement benefit plan for certain employees.
The following table provides a reconciliation of the components of the net periodic benefits cost for the six months ended June 30, 2004 and 2003:
Six months ended June 30, 2004 | ||||||||||||||
Pension Benefits |
Post Retirement Benefits | |||||||||||||
2004 |
2003 |
2004 |
2003 | |||||||||||
(000 omitted) | ||||||||||||||
Service cost |
$ | 567 | $ | 461 | $ | 11 | $ | 8 | ||||||
Interest cost |
787 | 727 | 94 | 75 | ||||||||||
Expected return on plan assets |
(968 | ) | (747 | ) | | | ||||||||
Amortization of transition obligation |
| | 13 | 13 | ||||||||||
Amortization of prior service costs |
65 | 91 | | | ||||||||||
Amortization of net (gain) loss |
142 | 143 | 92 | 54 | ||||||||||
Net periodic benefit cost |
$ | 593 | $ | 675 | $ | 210 | $ | 150 | ||||||
Three months ended June30, 2004 | ||||||||||||||
Pension Benefits |
Post Retirement Benefits | |||||||||||||
2004 |
2003 |
2004 |
2003 | |||||||||||
(000 omitted) | ||||||||||||||
Service cost |
$ | 289 | $ | 231 | $ | 5 | $ | 4 | ||||||
Interest cost |
406 | 364 | 47 | 38 | ||||||||||
Expected return on plan assets |
(489 | ) | (373 | ) | | | ||||||||
Amortization of transition obligation |
| | 7 | 6 | ||||||||||
Amortization of prior service costs |
20 | 45 | | | ||||||||||
Amortization of net (gain) loss |
88 | 71 | 47 | 27 | ||||||||||
Net periodic benefit cost |
$ | 314 | $ | 338 | $ | 106 | $ | 75 |
Employer contributions
The Corporation previously disclosed in its financial statements for the year ended December 31, 2003, that it did not expect to contribute to its pension plan in 2004. As of June 30, 2004, no contributions have been made. However, the Corporation now does anticipate making a contribution to its pension plan in 2004 of $2,678,299.
Accounting for Stock Based Compensation:
The Corporation has elected to use the intrinsic value method of accounting for stock-based employee compensation under the recognition and
Page 8
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees. 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 the grant. The fair value approach under Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, takes into account the time value of the options and will generally result in compensation expense.
The following table presents net income and basic and diluted earnings per share, as reported, the stock-based employee compensation cost, net of related tax effects, that would have been included in the determination of net income, if the fair value method of accounting for stock-based employee compensation had been applied to all awards and proforma net income and basic and diluted earnings per share, had the fair value method of accounting for stock-based employee compensation been applied to all awards.
For the six Months ended |
For the three Months ended June 30: | |||||||||||
2004* |
2003* |
2004* |
2003* | |||||||||
Net income as reported |
$ | 5,149 | $ | 3,478 | $ | 2,129 | $ | 809 | ||||
Stock based compensation cost, net of related taxes |
179 | 117 | 99 | 67 | ||||||||
Net income proforma |
$ | 4,970 | $ | 3,361 | $ | 2,030 | 742 | |||||
Basic earnings per share as reported |
$ | 0.60 | $ | 0.40 | $ | 0.25 | $ | 0.09 | ||||
Diluted earnings per share as reported |
$ | 0.58 | $ | 0.40 | $ | 0.24 | $ | 0.09 | ||||
Basic earnings per share proforma |
$ | 0.58 | $ | 0.39 | $ | 0.24 | $ | 0.09 | ||||
Diluted earnings per share proforma |
$ | 0.56 | $ | 0.38 | $ | 0.23 | $ | 0.08 |
*($000 omitted) except for per share data
Trust income:
The trust income is recognized on the cash basis of accounting. Reporting such income on a cash basis does not materially affect net income.
Income taxes:
The Corporation files a consolidated Federal income tax return with its subsidiaries. Certain items of income and expense (primarily pension and post retirement benefits, provision for loan loss, mortgage servicing rights and other reserves) are reported in different periods for tax purposes. Deferred taxes are provided for on such temporary timing differences existing between financial and income tax reporting, subject to
Page 9
the deferred tax asset realization criteria required under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No. 109).
4. Adoption of Financial Accounting Standards:
Accounting standards, recently issued as of December 31, 2003, are discussed in Note 2 Summary of Significant Accounting Policies in the Corporations Annual Report, incorporated in the 2003 Form 10-K (Exhibit #13).
As a part of the acquisition of Joseph W. Roskos & Co. (JWR&Co.) in 1999, the Corporation recorded goodwill of $3,300,000. In compliance with SFAS No. 142, the amortization of the balance of goodwill as of December 31, 2001 of $2,805,000 was discontinued. During the fourth quarter of 2002 an additional $400,000 of impairment loss was booked reducing the balance of goodwill to $2,405,000. There was no income or loss from discontinued operations reported for the first six months of 2004. The loss from discontinued operations reported for the first six months of 2003 was $2,120,000. During 2003, Corporation management determined that JWR&Co. was not attaining its strategic goals and that it would be in the best interest of the Corporation to discontinue offering family business office services through JWR&Co. Therefore, on August 1, 2003 effective as of June 30, 2003 the Corporation sold substantially all of the assets of JWR&Co. to Private Family Office, Inc. which is owned by Robert M. Fedoris, former president of JWR&Co. (the Asset Sale). The balance of goodwill was written-off as a result of the Asset Sale. There was no goodwill recorded on the Corporations books as of June 30, 2004.
Since the assets sold in the Asset Sale met all the requirements of Statement of Financial Accounting Standard No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), the long-lived assets of JWR&Co. were classified as assets of discontinued operations and were classified as available for sale in the balance sheet through June 30, 2003, and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as (loss) income from discontinued operations, net of taxes in the respective statements of income.
In December 2003, the AICPAs Accounting Standards Executive Committee (AcSEC) issued Statement of Position (SOP)03-3, Accounting for certain loans or Debt Securities Acquired in a Transfer. SOP 03-3 is effective for loans acquired in the fiscal year beginning after December 15, 2004, with early adoption encouraged. A transition provision applies for certain aspects of loans currently within the scope of Practice Bulletin 6. Amortization of Discounts on Certain Acquired Loans. SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investors initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes loans acquired in business combinations and applies to all nongovernmental
Page 10
entities, including not for profit organizations. SOP 03-3 does not apply to loans originated by the entity. This SOP is not yet effective and as such, the Corporation has not yet determined the impact of the SOP on its consolidated earnings, financial condition, or equity if it was to be adopted.
5. Loans:
The Bank recognizes interest income on loans performing satisfactorily on the accrual method of accounting. Non-performing loans are loans on which scheduled principal and/or interest is past due 90 days or more or loans less than 90 days past due, which are deemed to be problem loans by management. All non-performing loans, except consumer loans, which may be considered for charge-off when greater than 90 days past due, are placed on nonaccrual status, and any outstanding interest receivable at the time the loan is deemed non-performing is deducted from interest income. Smaller balance, homogeneous loans, exclusively consumer loans, when included in non-performing loans, for practical consideration, are not put on a nonaccrual status nor is the current accrued interest receivable reversed from income. The charge-off policy for all loans, including non-performing and impaired loans, considers such factors as the type and size of the loan, the quality of the collateral, and historical credit worthiness of the borrower in managements assessment of the collectiblity of such loans.
As a part of its internal loan review process, management, when considering classifying a loan as an impaired loan, considers the ability of the borrower to continue to meet the original contractual terms of a loan. A loan is not considered impaired if there is merely an insignificant delay or shortfall in the amounts of payments, that is a temporary delay in the payment process of a loan. Under these circumstances, the Bank, expects to collect all amounts due, including interest accrued at the contractual interest rate for the period of the delay.
When a borrower is deemed to be unable to meet the original terms of a loan, a loan may be considered impaired or could be restructured. While all impaired loans are not necessarily considered non-performing loans, if a loan is delinquent for 90 days or more, it is considered both a non-performing and an impaired loan. All of the Banks impaired loans, which amounted to $557,000, $371,000 and $87,000 at June 30, 2004, December 31, 2003 and June 30, 2003, respectively, were placed on nonaccrual status when they were delinquent for greater than 90 days, and any outstanding accrued interest receivable on such loans, except for consumer loans, at the time they were placed on nonaccrual status, was reversed from income.
Impaired loans are required to be measured based upon the present value of expected future cash flows, discounted at the loans initial effective interest rate or at the loans market price or fair value of the collateral, if the loan is collateral dependent. As of June 30, 2004, December 31, 2003 and June 30, 2003, no impaired loans were measured using
Page 11
the present value of expected future cash flows or the loans market price because all impaired loans were collateral dependent at these respective dates. Impaired loans measured by the value of the loans collateral amounted to $557,000, $371,000, and $87,000, as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively.
If the loan valuation is less than the recorded value of the loan, an impairment reserve may be established for the difference. As of June 30, 2004, December 31, 2003 and June 30, 2003, there were no impaired loans for which it was necessary to establish an impairment reserve. Impaired loans for which no loan loss allowance was allocated amounted to $557,000, at June 30, 2004 and $371,000 at December 31, 2003 and $87,000 at June 30, 2003. Average impaired loans for the six month period ended June 30, 2004, year ended December 31, 2003 and June 30, 2003 amounted to $465,078, $170,000 and $82,000, respectively.
When a loan is put on a nonaccrual status, any loan payment subsequently collected is credited to reduce the outstanding principal balance. Therefore, no interest income was reported on nonaccrual loans during either six month period ended June 30, 2004 or 2003. Loans may be removed from nonaccrual status and returned to accrual status when all principal and interest amounts contractually due are reasonably assured of repayment within an acceptable period of time and there is a sustained period of repayment performance by the borrower, with a minimum repayment of at least three months, in accordance with the contractual terms of interest and principal. Subsequent income recognition would be recorded under the existing terms of the loan. Based on the above criteria, one nonaccrual loan totaling $60,000 was removed from nonaccrual status during the first six months of 2004, and no loans were removed from non-accrual status for the first six months of 2003.
6. Allowance for Loan Losses:
The summary of changes in the allowance is as follows:
Six months-ended June 30, |
Year ended December 31, 2003 |
|||||||||||
2004 |
2003 |
|||||||||||
($000 omitted) | ||||||||||||
Balance, beginning of period |
$ | 6,670 | $ | 6,114 | $ | 6,114 | ||||||
Charge-offs: |
||||||||||||
Consumer |
(31 | ) | (57 | ) | (102 | ) | ||||||
Commercial and industrial |
(73 | ) | | (112 | ) | |||||||
Real estate |
| | (13 | ) | ||||||||
Total charge-offs |
(104 | ) | (57 | ) | (227 | ) | ||||||
Recoveries: |
||||||||||||
Consumer |
24 | 18 | 32 | |||||||||
Commercial and industrial |
| | | |||||||||
Real estate |
| 1 | 1 | |||||||||
Total recoveries |
24 | 19 | 33 | |||||||||
Net (charge-offs) / recoveries |
(80 | ) | (38 | ) | (194 | ) | ||||||
Provision for loan losses |
375 | 500 | 750 | |||||||||
Balance, end of period |
$ | 6,965 | $ | 6,576 | $ | 6,670 | ||||||
Page 12
7. Segment Information:
Statement of Financial Accounting Standard No. 131, Segment Reporting, identifies operating segments as components of an enterprise which are evaluated regularly by the Chief Executive Officer in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criteria to the Corporations results of continuing operations.
The Corporations Banking segment is managed as a traditional banking segment. The Banking segment gathers deposits, makes loans and purchases investments. In addition to net interest income generated by this segment, revenues are earned from the service charges on deposit accounts, rental of safe deposit boxes, sweep fees, as well as other miscellaneous revenues for products and service.
The Wealth Management segment has responsibility for all fiduciary activity within the Bank. This includes trust investment and administration, client employee benefit administration, trust tax services and client custodial responsibilities.
The Mortgage Banking segment is responsible for the origination of residential mortgage loans, as well as the sale and servicing of all or a portion of these residential mortgage loans to the secondary mortgage loan market. All related revenues are included in this segment, as well as income and expense associated with the mortgage servicing rights related to the servicing of sold residential mortgage loans.
The All Other segment includes revenues and expenses for Insurance Counsellors of Bryn Mawr, Inc., Bryn Mawr Settlement Services, Inc., Bryn Mawr Bank Corporation and, for 2003, Bryn Mawr Finance, Inc.
Page 13
7. Segment Information:
The Corporations principal operating segments are structured around the financial services provided to its customers. The Banking segment gathers deposits and makes funds available for loans to its customers. The Banks Wealth Managements segment provides both corporate and individual investment management and trust products and services. The Banks Mortgage Banking segment originates and sells residential mortgage loans to the secondary mortgage market. Bryn Mawr Bank Corporation and all other subsidiaries are aggregated under the All Other heading.
Segment information for the six months ended June 30, 2004 and 2003 for continuing operations is as follows:
(Dollars in thousands)
2004 |
2003**** |
|||||||||||||||||||||||||||||||||||||||
Banking |
Wealth Management |
Mortgage Banking |
All Other |
Consolidated |
Banking |
Wealth Management |
Mortgage Banking |
All Other |
Consolidated |
|||||||||||||||||||||||||||||||
Net interest income |
$ | 12,873 | $ | | $ | | $ | 45 | $ | 12,918 | $ | 12,339 | $ | | $ | | $ | 7 | $ | 12,346 | ||||||||||||||||||||
Less Loan loss provision |
375 | | | | 375 | 500 | | | | 500 | ||||||||||||||||||||||||||||||
Net interest income after loan loss provision |
12,498 | | | 45 | 12,543 | 11,839 | | | 7 | 11,846 | ||||||||||||||||||||||||||||||
Intersegment interest (revenues) expenses* |
| | | | | 7 | | | (7 | ) | | |||||||||||||||||||||||||||||
Net interest income after loan loss provision and eliminations |
12,498 | | | 45 | 12,543 | 11,846 | | | 0 | 11,846 | ||||||||||||||||||||||||||||||
Other income: |
||||||||||||||||||||||||||||||||||||||||
Fees for investment management and trust services |
| 5,198 | | | 5,198 | | 4,661 | | | 4,661 | ||||||||||||||||||||||||||||||
Other income*** |
1,852 | | 4,225 | 138 | 6,215 | 1,784 | | 8,258 | 86 | 10,128 | ||||||||||||||||||||||||||||||
Total other income |
1,852 | 5,198 | 4,225 | 138 | 11,413 | 1,784 | 4,661 | 8,258 | 86 | 14,789 | ||||||||||||||||||||||||||||||
Other expenses: |
||||||||||||||||||||||||||||||||||||||||
Salaries and benefits |
6,451 | 2,561 | 730 | 140 | 9,882 | 6,314 | 2,343 | 1,316 | 184 | 10,157 | ||||||||||||||||||||||||||||||
Occupancy |
1,623 | 283 | 127 | (59 | ) | 1,974 | 1,536 | 307 | 126 | (46 | ) | 1,923 | ||||||||||||||||||||||||||||
Mortgage Servicing Rights amortization |
| | 494 | | 494 | | | 2,079 | | 2,079 | ||||||||||||||||||||||||||||||
Other operating expense*** |
2,312 | 530 | 710 | 180 | 3,732 | 2,216 | 479 | 1,144 | 31 | 3,870 | ||||||||||||||||||||||||||||||
Total other expense |
10,386 | 3,374 | 2,061 | 261 | 16,082 | 10,066 | 3,129 | 4,665 | 169 | 18,029 | ||||||||||||||||||||||||||||||
Segment profit (loss) from operations |
3,964 | 1,824 | 2,164 | (78 | ) | 7,874 | 3,564 | 1,532 | 3,593 | (83 | ) | 8,606 | ||||||||||||||||||||||||||||
Intersegment (revenues) expenses** |
106 | 90 | | (196 | ) | | 96 | 91 | | (187 | ) | | ||||||||||||||||||||||||||||
Segment profit (loss) from continuing operations after eliminations |
4,070 | 1,914 | 2,164 | (274 | ) | 7,874 | 3,660 | 1,623 | 3,593 | (270 | ) | 8,606 | ||||||||||||||||||||||||||||
Segment profit after eliminations |
$ | 4,070 | $ | 1,914 | $ | 2,164 | ($ | 274 | ) | $ | 7,874 | $ | 3,660 | $ | 1,623 | $ | 3,593 | ($ | 270 | ) | $ | 8,606 | ||||||||||||||||||
% of segment profit (loss) |
52 | % | 24 | % | 27 | % | (3 | %) | 100 | % | 42 | % | 19 | % | 42 | % | (3 | )% | 100 | % |
* | Bryn Mawr Finance, Inc. provided intercompany financing to The Bryn Mawr Trust Company and other subsidiaries of the Corporation in 2003. Intersegment interest revenues and expenses consisted of interest payments made by The Bryn Mawr Trust Company to various Corporation subsidiaries. |
** | Intersegment revenues consist of rental payments to Bryn Mawr Bank Corporation from its subsidiaries, and insurance commissions paid by the Bank to Insurance Counsellors of Bryn Mawr, Inc. Intersegment expenses consist of a $2,500 management fee, paid by Bryn Mawr Bank Corporation to the Bank. |
*** | Included in the Mortgage Banking segment other income for the first six months of 2004 is a net gain on the sale of Mortgage servicing rights of $1,146,000. For the first six months of 2004, other operating expenses of the Mortgage Banking segment includes $188,000 of expense related to this sale of mortgage servicing rights. No such sale of mortgage servicing rights occurred in the first six months of 2003. |
**** | Reclassified for comparative purposes. |
Page 14
Item 2.
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion of the consolidated results of operations of Bryn Mawr Bank Corporation and its subsidiaries (the Corporation) for the three and six months ended June 30, 2004 and 2003, as well as the financial condition of the Corporation as of June 30, 2004, December 31, 2003 and June 30, 2003. The Bryn Mawr Trust Company (the Bank) and Joseph W. Roskos & Co., Inc. (JWR&Co.) are wholly-owned subsidiaries of the Corporation, Insurance Counsellors of Bryn Mawr, Inc. (ICBM) and Bryn Mawr Settlement Services, Inc (BMSS) are wholly-owned subsidiaries of the Bank and Bryn Mawr Finance, Inc (BMF) is a wholly-owned subsidiary of JWR&Co.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain of the statements contained in this Report and the documents incorporated by reference herein, may constitute forward-looking statements for the purposes of the Securities Exchange act of 1933, as amended and the Securities Exchange Act of 1934, as amended, and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Corporation to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to the Corporations financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, impairment of goodwill, the effect of changes in accounting standards, and market and pricing trends. The words expect, anticipate, intended, plan, believe, seek, estimate, and similar expressions are intended to identify such forward-looking statements. The Corporations actual results may differ materially from the results anticipated by the forward-looking statement due to a variety of factors, including without limitation:
| the effect of future economic conditions on the Corporation and its customers, including economic factors which affect consumer confidence in the securities markets, wealth creation, investment and savings patterns, and the Corporations interest rate risk exposure and credit risk; |
| changes in the securities markets with respect to the market values of financial assets and the stability of particular securities markets; |
Page 15
| governmental monetary and fiscal policies, as well as legislation and regulatory changes; |
| changes in accounting requirements or interpretations; · |
| the risks of changes in interest rates on the level and composition of deposits, loan demand, and the value of loan collateral and securities, as well as interest rate risk; |
| the effects of competition from other commercial banks, thrifts, mortgage companies, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in the Corporations trade market area and elsewhere including institutions operating locally, regionally, nationally and internationally together with such competitors offering banking products and services by mail, telephone, computer and the internet; |
| any extraordinary events (such as the September 11, 2001 events, the war in Iraq and the U.S. Governments response to those events); |
| the Corporations success in continuing to generate new business in its existing markets, as well as its success in identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time; |
| the Corporations ability to continue to generate investment results for customers and the ability to continue to develop investment products in a manner that meets customers needs; |
| the Corporations timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers; |
| the Corporations ability to originate and sell residential mortgage loans and when appropriate to sell mortgage servicing rights; |
| the accuracy of assumptions underlying the establishment of reserves for loan losses and estimates in the value of collateral, and various financial assets and liabilities and technological changes being more difficult or expensive than anticipated; and |
| the Corporations success in managing the risks involved in the foregoing. |
Page 16
All written or oral forward-looking statements attributed to the Corporation are expressly qualified in their entirety by use of the foregoing cautionary statements. All forward-looking statements included in this Report are based upon information presently available, and the Corporation assumes no obligation to update any forward-looking statement.
EXECUTIVE OVERVIEW
The Corporation derives the vast majority of its income from its primary subsidiary, the Bank. The Bank is a state chartered member bank of the Federal Reserve System and was chartered in 1889. Located in an affluent western suburb of Philadelphia, PA, the Bank has continued to provide commercial banking and trust fiduciary services to its customer base. In 1986, the Corporation was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Corporations profitability is primarily derived from a number of sources within the Bank, including its ability to generate net interest income from the gathering of deposits and funding of commercial, real estate and consumer loans, as well as the ability to purchase investments. Due primarily to the structure of its deposit base, providing a source of low cost funding, the Bank was able to maintain a net interest margin, at 4.44% for the first six months of 2004.
In addition to its traditional banking activities of deposit gathering and lending function, the Banks Wealth Management segment provides a stream of revenue, primarily related to its ability to grow its assets under management, which amounted to $1,806,000,000 as of June 30, 2004.
In recent years, the Bank mortgage banking segment has grown, this growth was due to the increased demand for mortgages and the mortgage banking segments ability to meet the demands of our customers to originate and sell mortgages to the residential mortgage market. This demand slowed beginning in the fourth quarter 2003 through the second quarter of 2004. While the mortgage banking segment had expanded its volume of residential loan origination and sale activity in prior years, recent volume trends indicate that the demand for mortgages is likely to remain at a reduced level in future periods with a consequent reduction in the Banks mortgage loan originations and sales.
In addition to these three business segments, the Bank presently offers through ICBM insurance products which include commercial, personal lines, life and benefits insurance products, and participates in a partnership with a title insurance agency, generating revenues from title insurance services being sold to borrowers associated with the mortgage banking segment.
Both the Corporations and Banks capital levels remain above those capital levels necessary to be considered Well Capitalized by their respective regulators. Well Capitalized is the highest rating available
Page 17
from the regulators. The Corporations annualized return on equity was 15.4% and its annualized return on assets 1.66% as of June 30, 2004. The Uniform Bank Performance Report Peer Group Data as of March 31, 2004 for Banks with assets between $300 million and $1 billion had an annualized return on equity of 13.13% and an annualized return on assets of 1.20%.
The $732,000 decrease in earnings from continuing operations before income taxes for the first six months of 2004 over the same period in 2003 is due primarily to a slowing down of the residential mortgage refinancing activity. The gains on the sale of residential mortgage loans declined $4,915,000 and the related title insurance income from BMSS declined $221,000. Offsetting the decline in income, due to the reduction in mortgage loan sale activity and the sale of Mortgage Servicing Rights (MSRs) during the first quarter of 2004 was a decrease of $1,585,000 in the amortization of MSRs. During the first quarter of 2004, the Bank sold MSRs, generating a net gain, after the accelerated amortization of the sold MSRs, of $1,146,000. No such sales or gains were reported for the first six months of 2003.
Also offsetting the shortfall in gains on loan sales, due primarily to strong growth in the Corporations earning assets, was an increase in net interest income which increased $572,000 for the first six months of 2004 compared to the same period in 2003. The fees for trust services also increased for the first six month of 2004 compared to the same period in 2003 by $537,000. A reduction in the corporate-wide incentive salaries was primarily responsible for the decrease in salary and wages of $227,000 for the first six months of 2004 compared to the same period in 2003. In addition there was a reduction in the provision for loan loss of $125,000 and decreases in operating expense related to the reduced residential mortgage activity.
The ability to originate and sell residential mortgage loans and MSRs, including refinancing existing loan balances from higher to lower interest rates during a decreasing interest rate environment, provides a counter-cyclical source of additional non-interest revenue, offsetting a declining net interest margin, the result of the Corporations balance sheet being asset rate sensitive in a decreasing interest rate environment. In future periods, should interest rates begin to rise, the Corporation could benefit from its asset rate sensitivity, increasing its net interest margins, while decreasing its revenues from residential mortgage refinancing. However, in a rising interest rate environment, the possibility exists that the decrease in revenues from the sale of residential mortgage loans presently occurring will be greater than the increase in net interest income caused by the rise in the respective rates of interest, thereby having a negative impact on the Corporations net income.
Beginning in the fourth quarter of 2003 and carrying through the first six months of 2004, the trend in refinancing residential mortgage loan
Page 18
activity slowed from the volumes generated during the first three quarters of 2003. This decrease in residential mortgage loan refinances, prior to market interest rates moving upward, has had a detrimental impact on the Corporations income from operations, due to a decrease in revenues from this counter-cyclical activity, without a corresponding increase in the Corporations net interest income or net interest margin. In an effort to mitigate the detrimental effect of this slowing in residential mortgage loan refinancings and to lower the amount of interest rate risk associated with the valuation of an expanded MSR portfolio, the Bank sold MSRs in the first quarter of 2004. The net change in the MSR balances was $1,108,000 reducing the balance to $3,283,000 at June 30, 2004 from $4,391,000 at December 31, 2003. The anticipated slowing of residential mortgage loan refinancings through 2004, without a significant increase in overall interest rates and the associated reduction in loan sale gains, compared to similar periods in 2003, will be detrimental to the results of continuing operations for the Corporation in 2004.
CRITICAL ACCOUNTING POLICIES
Allowance for Loan Losses
One of the Corporations most critical accounting policies is the allowance for loan loss. The Corporation considers that the determination of the allowance for loan losses requires a higher degree of judgment than other critical policies. The allowance for loan loss represents managements estimate of the losses that are probable. The allowance is consistently monitored to determine its adequacy. Ongoing review of credit standards, the level of delinquencies on loan products and loan segments, and the current state of the economy are included in this review. In addition to the current state of the economy, the economic uncertainty brought about by international concerns such as the war in Iraq and acts of terrorism and the strength of the Banks loan portfolio are all primary factors that determine the level of the provision for loan loss. Bank management has continued to provide for its reserve, but at a decreased amount, compared to the first six months of 2003 based on the most current analysis of the allowance for loan losses. This analysis included the status of the current loan portfolio and the general uncertainty of the economic conditions. The status of the current loan portfolio included the continued growth in the real estate and commercial mortgage portfolios, the strength of the Banks loan portfolio, with non-performing loans at 23 basis points of total loans at June 30, 2004 as well as a market experiencing significant growth in recent years.
The provision for loan loss which was made based on the Banks adequacy analysis was $375,000 a 25% decrease from a $500,000 provision for the same period in 2003. The provision for loan losses represents managements determination of the necessary amount to be charged to current operating earnings to adjust the allowance for loan losses to a level that represents, based on managements analysis of the status of the allowance for loan
Page 19
losses, compared to a number of factors associated with the current loan portfolio, managements best estimate of the known and inherent losses in the current loan portfolio. Managements determination of the adequacy of the allowance for loan losses is based on periodic evaluations of the loan portfolio, as well as other factors. Included in the factors assessed in determining the adequacy of the loan loss reserve are the percentages of historical charge-offs of specific loan categories in recent years. Actual charge-offs may differ from these percentages of historical charge-offs, as well as managements estimates, necessitating an adjustment to the loan loss reserve by potentially increasing or lowering future loan loss provisions.
Discontinued Operations
During 2003, Corporation management determined that JWR&Co. was not attaining its strategic goals and that it would be in the best interest of the Corporation to discontinue offering family office services through JWR&Co. Therefore, the Corporation sold substantially all of the assets of JWR&Co. to Private Family Office, Inc. which is owned by the former president of JWR&Co. (the Asset Sale). The Asset Sale was accomplished on August 1, 2003, effective as of June 30, 2003. As of the effective date of the Asset Sale, all goodwill and certain other intangible assets of JWR&Co. were transferred to Private Family Office, Inc. and there is no goodwill remaining on the books of the Corporation.
Since the assets sold in the Asset Sale met all the requirements of Statement of Financial Accounting Standard No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS No. 144), the long-lived assets of JWR&Co. were classified as assets of discontinued operations available for sale on the balance sheet and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as a loss from discontinued operations, net of taxes in the respective statements of income, to reflect the accounting for discontinued operations under SFAS No. 144.
Mortgage Servicing Rights
As a part of its Mortgage Banking segments loan servicing business, the Bank records the value of MSRs as an asset when residential mortgage loans are sold and the servicing is retained by the Bank. MSRs represent the right to receive cash flows from servicing mortgage loans. The servicing rights are capitalized based on the relative fair value of the servicing right on the date the mortgage loan is sold. MSRs are amortized in proportion to, and over the period of, the estimated net servicing income. MSRs are carried at the lower of cost or estimated fair value. The Corporation obtains an independent appraisal of the fair value of its MSRs quarterly, which approximates the fair value expected in a sale between a willing buyer and seller.
Page 20
MSRs are assessed quarterly for impairment based on the estimated fair value of those rights. For purposes of performing the impairment valuation, the MSR portfolio is stratified on the basis of certain predominant risk characteristics, including loan type and note rate. To the extent that the carrying value of the servicing rights exceeds estimated fair value for any stratum, a valuation allowance is established, which may be adjusted in the future as the estimated fair value of the MSRs increase or decrease. This valuation allowance is recognized in the consolidated statements of operations during the period in which impairment occurs.
The following summarizes the Corporations activity related to MSRs for the six months ended June 30, 2004 and 2003:
2004 |
2003 |
|||||||
Balance, January 1 |
$ | 4,391 | $ | 3,956 | ||||
Additions |
785 | 1,691 | ||||||
Amortization |
(494 | ) | (1,728 | ) | ||||
Impairment |
| (350 | ) | |||||
Sales |
(1,399 | ) | | |||||
Balance, June 30 |
$ | 3,283 | $ | 3,569 | ||||
Fair Value |
$ | 5,169 | $ | 3,569 |
There has been no impairment of MSRs nor change in the valuation allowance of MSRs for the six months ended June 30, 2004. For the six month ended June 30, 2003 there was impairment of $350,000 due to changes in market rates. This impairment was recovered in the third quarter 2003.
At June 30, 2004, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:
Page 21
June 30, 2004 |
||||
Fair value amount of MSRs |
$ | 5,169 | ||
Weighted average life (in years) |
4.8 | |||
Prepayment speeds (constant Prepayment rate) (1): |
14.87 | % | ||
Impact on fair value: |
||||
10% adverse change |
(300 | ) | ||
20% adverse change |
(573 | ) | ||
Discount rate: |
10.05 | % | ||
Impact on fair value: |
||||
10% adverse change |
(178 | ) | ||
20% adverse change |
(346 | ) |
(1) | represents the weighted average prepayment rate for the life of the MSR asset. |
These assumptions and sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In realty, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities.
DISCONTINUED OPERATIONS
On August 1, 2003, effective June 30, 2003, JWR&Co. sold substantially all of its assets, consisting of client accounts receivable and advances, fixed assets and prepaid expenses to Private Family Office, Inc. The Asset Sale price was $2,350,000. JWR&Co. received $400,000 in cash and three notes from Private Family Office, Inc., aggregating $1,950,000. As of June 30, 2004, the aggregate balance of the three notes amounted to $1,317,000. The notes were for the accounts receivable, the fixed assets and prepaid expenses and for the goodwill which represented the value of the associated intangible assets of the company. The intangibles included the value of the client list which was sold in the transaction. The note associated with the accounts receivable and client advances was due to be paid down from the proceeds of collected accounts receivable, with a maximum term of 6 months. This note, with a balance of $73,000, was extended to November 1, 2004. The note associated with the fixed assets and prepaid expenses is for a 5-year term. The goodwill note has an amortization schedule of 15 years with a 10-year balloon payment. All three notes bear interest at a rate of 6%, with the goodwill note resetting after 7 years. There are no prepayment penalties on the notes. Private Family Office, Inc. is renting certain fixed assets and office space from the Bank.
Page 22
As a result of Corporation managements decision to accomplish the Asset Sale, the Corporation had long-lived assets meeting the criterion of SFAS No. 144 for being classified as available for sale on its balance sheet (the Long-Lived Assets). Therefore, the Long-Lived Assets of JWR&Co. were classified as assets of discontinued operations available for sale on the balance sheet and the revenues and expenses, the write-down of goodwill and other related disposal expenses were classified as a loss from discontinued operations, net of taxes in the respective statements of income.
Following is a table outlining (1) the amounts of revenue, expenses and after-tax losses reported in the results from discontinued operations and (2) the non-recurring transactions impact, that are a result of the Asset Sale:
For the Six months ended |
|||||||
2004* |
2003 |
||||||
(000) omitted | |||||||
Revenues of JWR&Co. |
| $ | 773 | ||||
Expenses of JWR&Co. |
| 1,173 | |||||
Pre-tax (loss) income |
| (400 | ) | ||||
Applicable income tax (Benefit) |
| (136 | ) | ||||
(Loss) Income |
| (264 | ) | ||||
Non-recurring transactions |
|||||||
Write-down of Goodwill |
| | |||||
Accounts Receivable charge-off |
| | |||||
Taxes |
| | |||||
Other |
| (1,856 | ) | ||||
Total of non-recurring |
| (1,856 | ) | ||||
(Loss) Income from Discontinued operations |
$ | | $ | (2,120 | ) | ||
* | There is no income (loss) from discontinued operations reported for the first six months of 2004. |
Reflecting the results of the $2,120,000 loss from discontinued operations for the first six months of 2003, the Corporation reported net income of $5,149,000 for the six months ended June 30, 2004, a 48% increase from $3,478,000 reported for the same period in 2003. Basic earnings per common share on net income amounted to $.60, a 50% increase from $.40
Page 23
reported for the first six months of 2003. Diluted earnings per common share on net income increased 45% to $.58 for the six months ended June 30, 2004 compared to $.40 for the same period in 2003. All share and per share data have been reclassified to reflect the effect of a two-for-one stock split, effective October 1, 2003.
There was no income or loss from discontinued operations for the first six months of 2004. The basic loss per common share from discontinued operations amounted to $(.24) for the first six months of 2003. The diluted loss per common share amounted to $(.24) for the first six months of 2003.
For the three month period ending June 30, 2004, net income was $2,129,000, a 163% increase from $809,000 reported for the second quarter of 2003. Earnings per common share on net income amounted to $.25, a 177% increase from $.09 reported for the second quarter of 2003. Diluted earnings per common share on net income increased 167% to $.24 for the three months ended June 30, 2004 compared to $.09 for the same period in 2003.
RESULTS OF CONTINUING OPERATIONS
The results of continuing operations will be discussed exclusive of the results from discontinued operations. The Corporation reported income from continuing operations of $5,149,000 for the six months ended June 30, 2004, an 8% decrease from the $5,598,000 reported for the same period in 2003. Basic earnings per common share from continuing operations amounted to $.60, a 6% decrease from the $.64 reported for the first six months of 2003. Diluted earnings per common share from continuing operations decreased 9% to $.58 for the six months ended June 30, 2004 compared to $.64 for the same period in 2003.
As discussed previously in the Executive Overview, the decrease in earnings from continuing operations before income taxes for the first six months of 2004 over the same period in 2003 is attributable to a number of factors. Most significant is the decline in gains on loan sales of $4,915,000, which was partially offset by the sale of MSRs, during the first quarter of 2004, which generated a net gain of $1,146,000. The result of a slowing down of the residential mortgage refinancing activity and offsetting the reduction in the fee income for the first six months is a decrease of $1,585,000 in the amortization of MSRs.
Net interest income and fees for trust services rose $572,000 and $537,000, respectively, from period to period. In addition to these increases the corporate-wide incentive salaries decreased which was primarily responsible for the decrease in salary and wages of $227,000. As previously stated in the Executive Overview, the net changes discussed above accounts for the majority of the decrease in income from continuing operations before income taxes, for the first six months of 2004, compared to the same period in 2003.
Page 24
As discussed in the Executive Overview, the Bank sold MSRs in the first quarter of 2004, thereby reducing MSR balances by $1,108,000, from December 31, 2003 to a balance of $3,283,000 at June 30, 2004. The net gain on this sale amounted to $1,146,000. There was no such sale in the first six months of 2003. The slowing of residential mortgage loan refinancings through 2004, and the associated reduction in loan sale gains, compared to similar periods in 2003, without a significant increase in overall interest rates will be detrimental to the results of continuing operations for the Corporation in 2004.
The Corporation reported income from continuing operations of $2,129,000 for the three months ended June 30, 2004, a 22% decrease from the $2,737,000 reported for the same period in 2003. Basic earnings per common share from continuing operations amounted to $.25, a 19% decrease from the $.31 reported for the second quarter of 2003. Diluted earnings per common share from continuing operations decreased 23% to $.24 for the second quarter of 2004 compared to $.31 for the same period in 2003.
The decrease in earnings from continuing operations before income taxes for the second quarter of 2004 over the same period in 2003 is attributable to a number of factors. The most significant factor is the decline in gains on loan sales of $2,888,000 as a result of a slow down of the residential mortgage refinancing activity. Offsetting the reduction in the gain on loan sales for the second quarter of 2004 is a decrease of $994,000 in the amortization of MSRs. In addition, net interest income and fees for trust services increased $384,000 and $308,000, respectively, from period to period. An adjustment to the final gain on the sale of MSRs was made during the second quarter of 2004 resulting in additional revenue of $73,000.
Net interest income, after the provision for loan loss, for the first six months of 2004, was 6% higher than the first six months of 2003. While average net loan balances increased $60,061,000 or 13% from the same period in 2003, the lower interest rate environment that existed during the first six months of 2004, compared to the same period in 2003, partially offset the effect of the loan volume increase on net interest income. Continued strong asset quality, with non-performing loans of 7 basis points and 1 basis point for June 30, 2004 and 2003, respectively and 6 basis points as of December 31, 2003, as well as the results of the loan loss reserve adequacy calculation made by management, has prompted the Corporations management to reduce its provision for loan losses to $375,000 for the first six months of 2004, compared to $500,000 for the first six months of 2003.
Average outstanding loan balances for the first six months of 2004 grew 13% from average outstanding loan balances for the first six months of 2003. Average other earning assets, primarily investments and federal funds sold increased 26%. While the number of deposit accounts remained
Page 25
practically level from year to year, average outstanding deposit balances grew by 12%, with growth spread across all deposit categories. Average outstanding balances of non-interest bearing demand deposit accounts increased 3%, NOW accounts 13%, market rate accounts 41% and savings accounts 6%. The average outstanding balances of time deposits, consisting of certificates of deposit (CDs), increased 4%. The necessity of funding the growth in average outstanding loans caused the average outstanding balances of short-term borrowings to increase by 79%, to $1,708,000 for the first six months of 2004 from $956,000 for the same period in 2003.
The Wall Street Journal prime rate (the WSJ Prime Rate) remained unchanged at 4.00% from June 30, 2003 to June 30, 2004, however, exclusive of certain floating rate home equity lines of credit, which were tied to the WSJ Prime Rate, the Banks prime rate was not lowered with the last 25 basis point decrease and was 4.25% from June 30, 2003 through June 30, 2004. Since, in the short term, 30 days or less, the Bank is asset rate sensitive, a decreasing prime rate usually will cause a related decrease in the respective yields on earning assets. However, even though the Banks prime rate remained constant from year to year, the overall annualized yield on earning assets decreased by 50 basis points, from 5.7% at June 30, 2003 to 5.2% for the same period in 2004, due to the decline in the interest rates on investments being purchased compared to those maturing or being called, as well as lower rates of interest being earned on residential real estate loans during this period, compared to the same period in 2003. Compared to the first six months of 2003, the average cost of funds decreased 11 basis points, from .90% in 2003 to .79% in 2004. The overall result was a decline in the Banks annualized net interest margin, to 4.44% for the first six months of 2004 compared to 4.80% for the same period in 2003.
While interest rate movements and their effect on future revenue streams cannot be predicted, management believes that there are presently no known trends, events or uncertainties, related to potential changes in interest rates that will have or are reasonably likely to have a material effect on the Corporations liquidity, capital resources or results of operations in the future. However, as discussed previously, a continued lower market rate environment, thereby limiting the Corporations ability to increase its net interest margin and related net interest income, combined with a continued decrease in the number of loan customers seeking mortgage loans or refinancing opportunities, lowering the gains on the residential loan sales in the secondary market, will cause an adverse effect on the Corporations results of operations.
Page 26
The following table presents the average daily balances and the percentage change for the periods indicated:
AVERAGE BALANCE SHEET
2nd Quarter |
YTD |
|||||||||||||||||||||
2004 |
2003 |
% Change 2004 vs. 2003 |
2004 |
2003 |
% Change 2004 vs. 2003 |
|||||||||||||||||
(dollars in thousands) |
||||||||||||||||||||||
Assets: |
||||||||||||||||||||||
Cash and due from banks |
31,688 | 34,092 | (7.05 | %) | 32,510 | 32,764 | (0.78 | %) | ||||||||||||||
Interest-bearing deposits with other banks |
640 | 4,727 | (86.46 | %) | 1,760 | 4,194 | (58.04 | %) | ||||||||||||||
Federal funds sold |
6,211 | 11,012 | (43.60 | %) | 7,088 | 9,972 | (28.92 | %) | ||||||||||||||
Investment securities available for sale |
30,881 | 21,394 | 44.34 | % | 30,799 | 21,383 | 44.03 | % | ||||||||||||||
Loans |
541,696 | 474,174 | 14.24 | % | 528,265 | 467,690 | 12.95 | % | ||||||||||||||
Less allowance for loan losses |
(6,975 | ) | (6,518 | ) | 7.01 | % | (6,884 | ) | (6,370 | ) | 8.07 | % | ||||||||||
Net loans |
534,721 | 467,656 | 14.34 | % | 521,381 | 461,320 | 13.02 | % | ||||||||||||||
Other assets |
30,387 | 28,744 | 5.72 | % | 30,417 | 28,458 | 6.88 | % | ||||||||||||||
Total assets |
634,528 | 567,625 | 11.79 | % | 623,955 | 558,091 | 11.80 | % | ||||||||||||||
Liabilities: |
||||||||||||||||||||||
Demand deposits, non-interest-bearing |
$ | 134,491 | $ | 137,163 | (1.95 | %) | $ | 136,175 | $ | 132,214 | 3.00 | % | ||||||||||
Market rate accounts |
119,644 | 82,040 | 45.84 | % | 113,483 | 80,233 | 41.44 | % | ||||||||||||||
NOW accounts |
148,492 | 127,743 | 16.24 | % | 142,725 | 126,478 | 12.85 | % | ||||||||||||||
Regular savings |
51,730 | 50,204 | 3.04 | % | 51,933 | 48,917 | 6.17 | % | ||||||||||||||
319,866 | 259,987 | 23.03 | % | 308,141 | 255,628 | 20.54 | % | |||||||||||||||
Time deposits |
98,948 | 97,692 | 1.29 | % | 100,086 | 96,631 | 3.58 | % | ||||||||||||||
Total Deposits |
553,305 | 494,842 | 11.81 | % | 544,402 | 484,473 | 12.37 | % | ||||||||||||||
Short term borrowings |
2,881 | 132 | 2082.58 | % | 1,708 | 956 | 78.66 | % | ||||||||||||||
Other liabilities |
10,623 | 9,853 | 7.81 | % | 10,597 | 10,077 | 5.16 | % | ||||||||||||||
Total liabilities |
566,809 | 504,827 | 12.28 | % | 556,707 | 495,506 | 12.35 | % | ||||||||||||||
Total shareholders equity |
||||||||||||||||||||||
67,719 | 62,798 | 7.83 | % | 67,248 | 62,585 | 7.45 | % | |||||||||||||||
Total liabilities and shareholders equity |
$ | 634,528 | $ | 567,625 | 11.79 | % | $ | 623,955 | $ | 558,091 | 11.80 | % | ||||||||||
Page 27
NET INTEREST INCOME
While the overall yield on earning assets declined for the first six months of 2004, the ability to adjust the rates paid on deposits, combined with a 13% increase in earning assets from June 30, 2003 to June 30, 2004, caused net interest income to grow to $12,918,000 or 5% over $12,346,000 reported for the same period in 2003. Primarily the result of a 15% increase in outstanding loans from June 30, 2003 to June 30, 2004 total interest and dividend income on investment securities increased 4% for the first six months of 2004, to $15,084,000 from $14,541,000 for the first six months of 2003. Interest expense decreased 1% for the six months ended June 30, 2004, to $2,166,000 compared to $2,195,000 for the first six months of 2003.
Due primarily to a 15% increase in outstanding loan balances during the last twelve months, interest and fees on loans increased 4% from $14,023,000 for the first six months of 2003 to $14,546,000 for the first six months of 2004. Average outstanding loan balances grew 13% for the first six months of 2004, to $528,265,000, compared to $467,690,000 for the same period in 2003. The average yield on the loan portfolio decreased 49 basis points, from 5.89% for the first six months of 2003 to 5.40% for the same period in 2004.
Interest and dividend income on investments increased $58,000 or 13%, from $439,000 for the first six months of 2003 to $497,000 for the first six months of 2004. Interest on U.S. Government Agency securities decreased 2% from $405,000 for the first six months of 2003 to $396,000 for the first six months of 2004. The primary reason for this decrease was a lower yield on government agency investments purchased to replace maturing or called investments during this twelve month period, from 4.20% to 3.28%, partially offset by a $4,867,000 or 25% increase in the average balance of U.S. Government Agency securities, from $19,542,000 during the first six months of 2003 to $24,409,000 for the comparable period in 2004. Interest income on obligations of states and political subdivisions increased $73,000 or 730% from $10,000 for the six months ended June 30, 2003 to $83,000 for the same period in 2004. The Banks average balance of investments in obligations of state and political subdivisions increased by $4,620,000 or 1002%, from $461,000 in 2003 to $5,081,000 in 2004. The increase in these securities is due to the securities having a higher yield and provides tax free income. Partially offsetting this increase in average balances was a decrease in the average yield on obligations of state and political subdivisions, from 4.37% in 2003 to 3.30% for the first six months of 2004. The overall yield on investment securities decreased from 4.10% for the first six months of 2003 to 3.24% for the first six months of 2004, a result of lower rates of interest being paid on investments purchased during the twelve-month period, compared to rates of interest on investments maturing or called during that period.
Interest expense on deposits and borrowed funds decreased $29,000, or 1%, compared to the first six months of 2003. The average cost of interest
Page 28
bearing deposits and borrowed funds decreased 19 basis points, from 1.25% for the six months ended June 30, 2003 to 1.06% for the six months ended June 30, 2004. The average interest bearing deposit balances increased 16% to $408,227,000 for the six months ended June 30, 2004 compared to $352,260,000 for the same period in 2003. Average short-term borrowings increased $752,000 or 79%, from $956,000 for the first six months of 2003 to $1,708,000 for the same period in 2004. Total average deposits and short-term borrowings, including non-interest bearing demand deposits, increased 13% to $546,110,000 for the six months ended June 30, 2004 compared to $485,429,000 for the same period in 2003. Average outstanding deposits increased in every deposit category for the first six months of 2003 to the first six months of 2004. The largest increase occurred in money market account balances, up 41% or $33,250,000. This increase is primarily due to customers relocating deposits from non-Bank money market funds into Bank money market deposits, at yields similar to those paid by the non-Bank money market funds. The annualized cost of CDs decreased 49 basis points, from 2.90% for the first six months of 2003 to 2.41% for the same period in 2004. The average cost of money market accounts decreased from 1.06% to 1.00% or 6 basis points, the average cost of savings accounts decreased 12 basis points, from .75% to .63% and the average cost of NOW accounts remained level at .32% for the first six of 2004 and 2003. The average cost of deposits and borrowed funds, including non-interest-bearing demand deposits decreased 11 basis points, from .90% for the first six months of 2003, to .79% for the first six months of 2004.
The Banks asset/liability structure is asset rate sensitive, which should cause a reduction in the net interest margin, when interest rates decrease. The annualized net interest margin decreased 36 basis points for the first six months of 2004, to 4.44% compared to 4.80% the same period in 2003. This decrease is primarily the result of the decline in the yields on residential real estate loans and investments purchased at lower market rates of interest than those maturing or being called. The net interest margin is computed exclusive of related loan fee income.
For the three months ended June 30, 2004, net interest income increased by $384,000 or 6% from the same period in 2003. Interest and fees on loans were up by $356,000 or 5%, reflecting the effect of larger growths in average outstanding loans during this period being partially offset by a decline in interest rates in the second quarter of 2004, compared to the same quarter in 2003. Interest and dividends on investments increased by $39,000 or 19%, reflecting both an increase in the outstanding average balances and a decline in interest rates paid on investments which are replacing the investment being called.
LOAN LOSS PROVISION
As discussed in the Critical Accounting Policies, even though non-performing loans increased from both December 31, 2003 and June 30, 2003, due to the overall credit quality of the loan portfolio, the provision for loan loss was decreased by 25%, from $500,000 for the first six months of
Page 29
2003 to $375,000 for the first six months of 2004. The loan loss reserve amounted to 1.25% of outstanding loans at June 30, 2004. Delinquencies, as a percentage of outstanding loans, were 23 basis points as of June 30, 2004, compared to 22 basis points for the same period in 2003. Non-performing loans increased to $375,000 as of June 30, 2004 compared to $279,000 as of December 31, 2003 and $44,000 as of June 30, 2003. In addition to a monthly internal loan review, the Bank has an external loan review performed annually. The most recent completed external loan review was as of November 2003. Based on the results of both the internal and external loan review process and the current level of non-performing loans, management believes the loan loss reserve to be adequate as of June 30, 2004.
NON-INTEREST INCOME
Total non-interest income of $11,413,000 for the six months ended June 30, 2004 decreased 23% or $3,376,000 from $14,789,000 reported for the same period in 2003.
Fees for trust services increased $537,000 or 12% from $4,661,000 for the first six months of 2003 to $5,198,000 for the same period in 2004. This is the result of an increase in new business generation and increased market values of assets under management. The market value of trust assets under management increased by 12%, to $1,806,000,000 at June 30, 2004 from $1,620,000,000 as of June 30, 2003. Since a significant portion of fees for trust services are earned based on a percentage of the value of assets under management, a decline in stock market values and the values of assets under management could have an adverse effect on the Banks ability to grow its fees for trust services, thereby being potentially detrimental to the Corporations results of operations in future periods.
Gains on the sale of residential mortgage loans to the secondary mortgage market are vulnerable to changes in residential mortgage interest rates. As residential mortgage interest rates rise, residential loan refinance activity tends to decrease, thereby lowering the related gains on the sale of said loans. As stated in the Corporations Annual Report to shareholders, there was a significant decline in the volume of residential refinancing activity in the fourth quarter of 2003, compared to previous quarters of 2003 and the final quarter of 2002. Corporation management expected this trend of lower refinancing activity to continue into 2004 and it has. Net gains on the sale of loans were $2,073,000 for the first six months of 2004, a 70% decrease from $6,988,000 reported for the same quarter in 2003. Residential loan sales amounted to $94,228,000 for the first six months of 2004, a 77% decrease from $403,658,000 for the same period of 2003.
A combination of deferred loan fees earned as income resulting from the sale of residential mortgage loans to the secondary mortgage market, related gains on the same sales of residential mortgage loans to the
Page 30
secondary market and the effect of recording mortgage servicing rights, amounted to a 220 basis point gain on a per loan basis on loans sold during the first six months of 2004 compared to 173 basis points for the same period in 2003.
In April, 2004, three principal officers of the mortgage banking segment, who were the primary originators of the residential mortgage loans (the Mortgage Officers), resigned their positions with the Bank. No other mortgage banking segment personnel left with the Mortgage Officers. Corporation management has promoted a mortgage banking officer having both origination and servicing experience, to run the mortgage banking segment. The mortgage banking segment continues to have a qualified support staff, managing the servicing responsibilities, and has assigned additional originating responsibilities to other mortgage banking staff. Should residential mortgage interest rates rise in future periods or should, as expected by Corporation management, the level of refinancing activity remain under the levels of similar quarters for 2003, the decline in gains on such activity reported for the first six months of 2004, compared to the first six months of 2003, will continue in subsequent quarters of 2004, thereby producing a material decrease in income to the Corporation from the sale of residential mortgage loans in future periods.
During the first quarter of 2004, the Bank sold a portion of its MSR portfolio related to $245,000,000 of sold loans being serviced by the Bank. This sale produced a gain, net of accelerated MSR balances related to the loans, of $1,146,000. There was no such gain reported for the first six months of 2003. This sale of a portion of the Banks MSR Portfolio will result in a reduction in related fee income in future periods.
Income from other service charges, commissions and fees amounted to $1,230,000 for the first six months of 2004, which is level with the $1,232,000 reported for the first six months of 2003. As of June 30, 2004, the Bank serviced $540,706,000 in loans for others, a 28% decrease from $755,867,000 in loans serviced as of June 30, 2003. The net decrease is due primarily to the sale of MSRs in the first quarter of 2004 and other mortgage activity during the first six months thereby reducing loans serviced for others by $215,161,000.
Other operating income decreased by $136,000 or 14% for the first six months of 2004, with other operating income of $812,000 for the first six months of 2004, compared with $948,000 for the same period in 2003. This decrease is primarily due to decreased revenues from fees related to title insurance services provided by BMSS, caused by the decrease in residential mortgage activity discussed previously. For the first six months of 2004, other operating income of BMSS was $81,000, a $220,000 or 73% decrease from $301,000 reported for the same six months in 2003.
For the three months ended June 30, 2004, total non-interest income decreased by $2,608,000 or 35%. The largest decrease was in gains on the
Page 31
sale of residential mortgage loans, down $2,888,000 or 80%, from $3,589,000 in 2003 to $701,000 for the second quarter of 2004. This decrease is directly related to the decreased residential mortgage loan sale activity discussed previously. The gain on sale of MSRs increased $73,000 for the second quarter 2004 as a result of the final settlement of the gain on the transaction. Fees for trust services increased by $308,000 or 13% from $2,336,000 to $2,644,000 and other service charges, commissions and fees decreased by 10% or $63,000 from $634,000 to $571,000, reflecting decreased revenues from decreased volumes of loans being serviced for others. Other operating income was down by $35,000 or 9%, reflecting decreased fee income as discussed in the previous paragraph.
NON-INTEREST EXPENSES
Total non-interest expense decreased $1,947,000 or 11% for the first six months of 2004 to $16,082,000 from $18,029,000 for the first six months of 2003.
Salaries and wages decreased $227,000 or 3%, from $7,902,000 for the six months ended June 30, 2003 to $7,675,000 for the same period in 2004. Regular salary expense, including regular, part time and overtime salaries and excluding incentive salaries, increased $257,000 or 4%, to $6,913,000 during the first six months of 2004 from $6,656,000 for the same period in 2003. Other salaries decreased by 39%, or $484,000 to $762,000 from $1,246,000 for the six months ended June 30, 2003. Declines in incentive salaries, directly related to corporate profitability and the level of residential loan sales are primarily responsible for this decrease.
Employee benefits expenses decreased $48,000 or 2% from $2,255,000 for the first six months of 2003 to $2,207,000 for the same period in 2004. Social Security tax expense decreased in the first six months of 2004 by $69,000. This is due primarily to the payment of the 2002 corporate-wide incentive paid in 2003. No such payment was made in 2004.
Amortization of MSRs decreased $1,585,000 or 76%. As existing residential mortgage loans, which are part of the Banks mortgage servicing portfolio, are repaid as a part of refinancing transactions, the balance of the respective MSRs must be written off, as new MSRs related to the new loans are recorded. The decrease in loan sales in the first quarter of 2004, compared to the first quarter of 2003, is directly responsible for the decrease in amortization of MSRs. Future amortization of the MSR portfolio could fluctuate with movements of the market rates of interest on residential mortgage loans.
Other operating expenses decreased $138,000 or 4%, from $3,870,000 for the first six months of 2003 to $3,732,000 for the first six months of 2004. Of this decrease, $388,000 are expenses associated with the volume of loan sales, such as appraisal fees, extra help and loan pair off fees, due to the lower volume of residential mortgage loan sales. Offsetting this decrease are the costs of the sale of MSRs during the first quarter of
Page 32
2004, which amounted to $188,000, advertising expense which grew by $119,000 due to the timing of expenditures and charitable contributions up by $24,000, also due to the timing of contributions made in the first six months of 2004.
For the three months ended June 30, 2004, total other operating expenses decreased by $1,210,000 or 13%, from $9,171,000 for the second quarter of 2003 to $7,961,000 for the same period in 2004. Salary and wages increased by $10,000 from $3,716,000 for 2003 to $3,726,000 for the same period in 2003. Employee benefits decreased $19,000 or 2%, from $1,052,000 to $1,033,000, reflecting a reduction in the number of employees. Amortization of mortgage servicing rights decreased by $994,000 or 77%, from $1,295,000 in 2003 to $301,000 for the second quarter of 2004. Included in 2003s expenses is a charge of $350,000 to record impairment in the MSR portfolio for the second quarter of 2003. The slow down in refinancing of residential mortgage loans, compared to the same quarter in 2003, is also responsible for the decrease in MSR amortization. Other operating expenses decreased by $303,000 or 14%, from $2,171,000 for the second quarter of 2003 to $1,868,000 for the same quarter in 2004. Decreased expenses associated with the slow down in residential mortgage loan originations and sales are primarily responsible for this decrease from period to period.
APPLICABLE INCOME TAXES
Income taxes from continuing operations for the first six months of 2004 were $2,725,000 compared to $3,008,000 for the first six months of 2003. This represents an effective tax rate for each six month period ended June 30, 2004 and 2003 of 34.6% and 35.0%, respectively. The decrease in the effective tax rate in 2004, compared to 2003 is due primarily to an increase in the tax free interest income for the first six months of 2004 compared to the first six months of 2003.
FINANCIAL CONDITION
Total assets increased $60,388,000 or 10% from $604,848,000 at December 31, 2003 to $665,236,000 as of June 30, 2004. Total assets grew 13% or $78,963,000 from $586,273,000 as of June 30, 2003.
Outstanding earning assets increased $58,652,000 or 11% to $606,951,000 as of June 30, 2004 from $548,299,000 as of December 31, 2003 and $80,762,000 or 15% ahead of $526,189,000 as of June 30, 2003. The Banks outstanding loan portfolio increased $54,435,000 or 11% to $557,513,000 at June 30, 2004 from $503,078,000 as of December 31, 2003. Outstanding loans increased by 15%, from $486,529,000 as of June 30, 2003.
Outstanding consumer loans of $12,951,000 at June 30, 2004 decreased by 30% from consumer loan balances of $18,580,000 as of December 31, 2003 and 36% from the outstanding balance of $20,163,000 as of June 30, 2003. A management decision to discontinue the purchase of dealer automobile paper is responsible for a continued decrease in the balance of purchased dealer automobile paper. The decrease in the volume of dealer automobile paper,
Page 33
combined with a reduction in fixed rate home equity loans, as borrowers chose to add these balances to their refinanced first mortgage loans, which was partially offset by increases in the consumer small business product, are the primary reasons for the decrease at June 30, 2004, compared to both periods. However, consumer lines of credit, included in real estate loans increased by $13,151,000 or 14% from December 31, 2003 to June 30, 2004.
Outstanding commercial loans at June 30, 2004 were $185,909,000, a 4% increase in commercial loan balances of $178,381,000 at December 31, 2003 and a 5% increase from $176,546,000 at June 30, 2003.
Outstanding real estate loans were $353,858,000 at June 30, 2004, a 17% increase from $302,426,000 in outstanding real estate loans at December 31, 2003 and a 32% increase over $267,713,000 in outstanding real estate loans as of June 30, 2003. In an effort to enhance current net interest income, the decision was made in the fourth quarter of 2003, to hold some shorter-term residential mortgage loans in the Banks loan portfolio. This is the primary reason for this increase in outstanding real estate loans during the first six months of 2004.
Residential loans held for sale increased 30% from $3,691,000 at December 31, 2003 to $4,795,000 at June 30, 2004, which is a 78% decrease from $22,107,000 as of June 30, 2003. The large decline in both periods, compared to June 30, 2003 is due to a reduction in the volume of loans sold awaiting funding, at June 30, 2004 and December 31, 2003, compared to June 30, 2003.
The Banks investment portfolio, in addition to qualifying as collateral for deposit pledging purposes, is a secondary source of liquidity. As such, the investment portfolio consists of shorter term investments providing liquidity, if needed. The Banks investment portfolio, having a market value of $31,652,000 at June 30, 2004, increased 1% from a market value of $31,397,000 at December 31, 2003 and increased 39% from $22,776,000 as of June 30, 2003.
The Corporation has chosen to include all of its investment securities in the available-for-sale category. Investments in this category are reported at the current market value with net unrealized gains or losses, net of the deferred tax effect, being added to or deducted from the Corporations total equity on the balance sheet. As of June 30, 2004, the investment portfolio had an unrealized loss of $512,000, compared to an unrealized loss of $14,000 as of December 31, 2003. The unrealized investment depreciation, net of deferred income taxes, decreased the Corporations shareholders equity on the balance sheet by $333,000 as of June 30, 2004.
Federal funds sold amounted to $10,000,000 as of June 30, 2004, compared to $3,300,000 at December 31, 2003 and $16,600,000 as of June 30, 2003. Management continues to monitor the liquidity requirements of the Bank and believes that it has the ability to increase its liquidity position through growth of new CDs and borrowing from the Federal Home Loan Bank of Pittsburgh (the FHLB).
Page 34
Both non-performing assets and non-performing loans amounted to $375,000 at June 30, 2004, a 34% increase from $279,000 at December 31, 2003 and a 752% increase from the non-performing loans of $44,000 at June 30, 2003. Non-performing loans were less than 1% of total loans for each period presented. There were no Other Real Estate Owned (OREO) balances on the Banks books at June 30, 2004, December 31, 2003 or June 30, 2003.
As of June 30, 2004 and 2003, there were no significant loans classified for regulatory purposes as loss, doubtful, substandard or special mention that either (i) represent or result from trends or uncertainties which management reasonably expects will impact future operating results, liquidity, or capital resources, or (ii) represent material credits about which management is aware of any information, causing management to have serious doubts as to the borrowers ability to comply with the loan repayment terms.
As a part of its sale of residential mortgage loans to the secondary market, for those loans sold with the loan servicing retained by the Bank, the Bank records MSRs as an asset. During 2002 and through the first three quarters of 2003, due to the lower interest rate environment, the Bank significantly increased its residential mortgage origination and sale activity, primarily through the refinancing of existing loans, thereby replacing MSR balances and, in some cases, increasing the balances of MSRs being recorded on its books. During the fourth quarter of 2003 and through the first quarter of 2004, the refinancing activity decreased significantly from prior periods. During the first quarter of 2004, the Bank sold MSRs related to $245,000,000 of serviced loans to another servicing institution. This sale further lowered the level of MSRs recorded on the Banks books. MSR balances amounted to $3,283,000 at June 30, 2004, a $1,108,000 or 25% decrease from MSR balances of $4,391,000 as of December 31, 2003 and a decrease of $286,000 or 8% from $3,569,000 reported for June 30, 2003. The MSRs are amortized over the expected lives of the respective mortgage loans and are tested for potential impairment on a quarterly basis. The quarterly valuation provided by an independent valuation firm indicated that there was no impairment of the MSR portfolio as of June 30, 2004. In future periods, should any impairment be determined, a valuation allowance on MSR balances would be recorded against current Corporation earnings. The balance of residential mortgage loans serviced for others amounted to $540,706,000, $797,326,000 and $755,867,000 as of June 30, 2004, December 31, 2003 and June 30, 2003, respectively.
Management expects that the level of mortgage loan origination and sales will continue in future periods at, or below, that of the first six months of 2004 and the Bank will be subject to an adverse effect on the results of operations from the decline in loan sale gains associated with the lower volume of residential loan originations and sales, compared to similar periods in 2003.
Page 35
Total deposits increased $60,882,000 or 12% to $588,021,000 as of June 30, 2004 from $527,139,000 as of December 31, 2003 and $74,116,000 or 14% from $513,905,000 at June 30, 2003. A more meaningful measurement of deposit change is the change in average outstanding deposit balances. Total average outstanding deposit balances of $544,402,000 for the period ended June 30, 2004 increased 12% from the average outstanding deposits of $484,473,000 for the same period in 2003. Average deposits grew in all deposit categories. Average savings balances increased 6% or $3,016,000 to $51,933,000 for the first six months of 2004, compared to $48,917,000 for the same period in 2003. Money market account balances increased 41% or $33,250,000 from $80,233,000 in average daily outstanding balances for the six months ended June 30, 2003 to $113,483,000 for the same period in 2004. This significant increase is primarily due to a program developed by the Bank during 2003 to retain deposits that were being swept into off-balance sheet investments. Average outstanding NOW account balances increased 13% or $16,247,000, from $126,478,000 for the first six months of 2003 to $142,725,000 for the same period in 2004. Non-interest bearing demand deposit average outstanding balances grew 3% or $3,961,000 from $132,214,000 for the six months ended June 30, 2003 to $136,175,000 for the same period in 2004. Average outstanding CD balances increased 4% or $3,455,000 from $96,631,000 in average outstanding balances for the first six months of 2003 to $100,086,000 for the same period in 2004.
There were no outstanding short-term borrowings as of June 30, 2004, December 31, 2003 or June 30, 2003.
OFF BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK
The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit.
Commitments to extend credit are agreements to lend to a customer as long as the terms and conditions of the loan agreement have been met and there is no violation of any condition established in the loan agreement. Total commitments to extend credit at June 30, 2004 were $229,660,000.
Standby letters of credit are conditional commitments issued by the Bank to a customer for the benefit of a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The Corporations obligation under standby letters of credit at June 30, 2004 amounted to $8,848,000.
Estimated fair values of the Corporations off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the
Page 36
agreements and the counterparties credit standing. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments.
Concentration of credit risk is measured by periodically reviewing with the Banks Board of Directors outstanding loan balances, by industry and discussing potential risks inherent in the respective industries, based on the then current economic environment. Quarterly, the Banks Board of Directors reviews the level of loan delinquencies of the Bank, by loan type compared to a peer group analysis.
The following table details the contractual cash obligations of the Corporation as of June 30, 2004:
(In thousands)
|
Total |
Within 1 year |
2 -3 years |
4 -5 years |
After 5 years | ||||||||||
Deposits without a stated maturity |
$ | 492,589 | $ | 492,589 | |||||||||||
Certificates of Deposit CDs |
95,432 | 77,405 | 17,224 | 703 | 100 | ||||||||||
Operating leases |
11,849 | 893 | 1,238 | 1,117 | 8,601 | ||||||||||
Purchase obligations |
2,697 | 1,273 | 912 | 453 | 59 | ||||||||||
Total |
$ | 602,567 | $ | 572,160 | $ | 19,374 | $ | 2,273 | $ | 8,760 |
REGULATORY COMPLIANCE AND INTERNAL CONTROL
Management is aware of the enhanced regulatory compliance and the associated required documenting of internal controls, necessary under the additional corporate governance requirements of the Sarbanes Oxley Act of 2002 (SOX), that became effective for 2004. It is likely that the increased reporting and documentation requirements will result in increased operating expense.
LIQUIDITY, INTEREST RATE SENSITIVITY
The Banks liquidity is maintained by managing its core deposits, purchasing federal funds, selling loans in the secondary market, and borrowing from the FHLB. The Banks liquid assets include cash and cash equivalents as well as certain unpledged investment securities. Bank management includes a liquidity measure, incorporating its ability to borrow from the FHLB to meet liquidity needs and goals. Periodically, the
Page 37
Asset/Liability Committee of the Bank reviews the Banks liquidity needs and reports its findings to the Risk Management Committee of the Banks Board of Directors. An independent valuation firm using the Navaid Sensitivity and Liquidity Model prepares this data.
INTEREST RATE SENSITIVITY ANALYSIS
as of June 30, 2004
(dollars in thousands)
|
0 to 30 Days |
30 to 90 Days |
91 to 180 Days |
181 to 365 Days |
Over 1 Year |
Non-Rate Sensitive |
Total | ||||||||||||||||||||
Assets: |
|||||||||||||||||||||||||||
Interest-bearing deposits with other banks |
$ | 7,786 | $ | | $ | | $ | | $ | | $ | | $ | 7,786 | |||||||||||||
Federal funds sold |
10,000 | | | | | | 10,000 | ||||||||||||||||||||
Investment securities |
15 | 3,030 | 44 | 1,089 | 27,423 | 51 | 31,652 | ||||||||||||||||||||
Loans |
284,640 | 12,987 | 12,664 | 21,081 | 225,515 | (6,965 | ) | 549,922 | |||||||||||||||||||
Cash and due from banks |
| | | | | 36,254 | 36,254 | ||||||||||||||||||||
Other assets |
| | | | | 29,622 | 29,622 | ||||||||||||||||||||
Total assets |
$ | 302,441 | $ | 16,017 | $ | 12,708 | $ | 22,170 | $ | 252,938 | $ | 58,962 | $ | 665,236 | |||||||||||||
Liabilities and shareholders equity: |
|||||||||||||||||||||||||||
Demand, noninterest-bearing |
$ | 7,295 | $ | 14,591 | $ | 4,832 | $ | 9,664 | $ | 77,313 | $ | 32,135 | $ | 145,830 | |||||||||||||
Savings deposits |
19,148 | 38,296 | 16,216 | 32,431 | 240,668 | | 346,759 | ||||||||||||||||||||
Time deposits |
14,064 | 11,666 | 13,320 | 40,156 | 16,226 | | 95,432 | ||||||||||||||||||||
Other liabilities |
| | | | | 8,644 | 8,644 | ||||||||||||||||||||
Shareholders equity |
589 | 1,179 | 1,768 | 3,536 | 42,432 | 19,067 | 68,571 | ||||||||||||||||||||
Total liabilities and shareholders equity |
$ | 41,096 | $ | 65,732 | $ | 36,136 | $ | 85,787 | $ | 376,639 | $ | 59,846 | $ | 665,236 | |||||||||||||
Gap |
$ | 261,345 | ($ | 49,715 | ) | ($ | 23,428 | ) | ($ | 63,617 | ) | ($ | 123,701 | ) | ($ | 884 | ) | | |||||||||
Cumulative gap |
$ | 261,345 | $ | 211,630 | $ | 188,202 | $ | 124,585 | $ | 884 | | | |||||||||||||||
Cumulative earning assets as a ratio of interest bearing liabilities |
736 | % | 298 | % | 232 | % | 154 | % | 100 | % | 100 | % | |
Interest rate sensitivity is a function of the repricing of the Corporations assets and liabilities, over specified periods of time. These repricing characteristics include the volume of assets and liabilities being repriced, the timing of the repricing opportunities and the relative level of repricing. Changes in the level of interest rates do not necessarily affect all categories of assets and liabilities equally or simultaneously. Therefore, adjustable rate loans are included in the 0-30 day period,
Page 38
reflecting the susceptibility to immediate changes to interest rate movements, while fixed rate loans are included in the period in which they will actually be paid off, allowing the reinvesting of those funds at the then current rate of interest. Historically, deposit rates do not change in tandem with rates associated with earning assets. Therefore, interest bearing deposits are scheduled for repricing based on prior trends in interest rate changes related to interest bearing deposits.
In the short term, 30 days or less, the Bank is asset rate sensitive after adjusting the interest rate sensitivity of savings deposits based on managements experience and assumptions regarding the impact of product pricing, interest rate spread relationships and customer behavior. Asset rate sensitivity will result in a greater portion of assets compared to deposits repricing with changes in interest rates within specified time periods. The opposite effect results from being liability rate sensitive. Asset rate sensitivity in the short term, in an increasing rate environment, should produce an increase in net interest income. The Bank uses simulation models to help measure its interest rate risk and to help manage its interest rate sensitivity. The simulation models consider not only the impact of changes in interest rates on forecasted net interest income, but also such factors as yield curve relationships, possible loan prepayments, and deposit withdrawals. As of June 30, 2004, based on the results from the simulation models, the amount of the Banks interest rate risk was within the acceptable range as established by the Banks asset/liability policy.
Management has estimated the potential effect of shifts in interest rates on net income. The following table demonstrates the expected effect that a parallel interest rate shift would have on the Corporations net income.
(dollars in thousands)
Change in Interest rates |
June 30, 2004 Change in Net Income |
June 30, 2003 Change in Net Income |
||||||||||
$ |
% |
$ |
% |
|||||||||
+200 basis points |
4,169 | 38.60 | 2,323 | 19.43 | ||||||||
+100 basis points |
2,068 | 19.15 | 1,346 | 11.26 | ||||||||
-100 basis points |
(1,410 | ) | (13.05 | ) | (803 | ) | (6.72 | ) | ||||
-200 basis points |
n/a | n/a | n/a | n/a |
CAPITAL RESOURCES
Total consolidated shareholders equity of the Corporation was $68,571,000, or 10.3% of total assets, as of June 30, 2004, compared to total shareholders equity of $67,382,000, or 11.1% of total assets, as of December 31, 2003. As of June 30, 2003, shareholders equity was $62,669,000, or 10.7% of total assets. The following table presents the Corporations and Banks capital ratios and minimum capital requirements to be considered Well Capitalized by bank regulators as of June 30, 2004 and December 31, 2003:
Page 39
Ratio |
Minimum Ratio to be Well Capitalized |
|||||
June 30, 2004: |
||||||
Total (Tier II) Capital to Risk Weighted Assets |
||||||
Consolidated |
12.32 | % | 8 | % | ||
Bank |
11.04 | % | 8 | % | ||
Tier I Capital to Risk Weighted Assets |
||||||
Consolidated |
11.18 | % | 4 | % | ||
Bank |
9.90 | % | 4 | % | ||
Leverage Ratio (Capital to Total Assets) |
||||||
Consolidated |
10.31 | % | 4 | % | ||
Bank |
9.11 | % | 4 | % | ||
December 31, 2003: |
||||||
Total (Tier II) Capital to Risk Weighted Assets |
||||||
Consolidated |
13.01 | % | 8 | % | ||
Bank |
11.30 | % | 8 | % | ||
Tier I Capital to Risk Weighted Assets |
||||||
Consolidated |
11.84 | % | 4 | % | ||
Bank |
10.12 | % | 4 | % | ||
Leverage Ratio (Capital to Total Assets) |
||||||
Consolidated |
11.14 | % | 4 | % | ||
Bank |
9.51 | % | 4 | % |
Both the Corporation and the Bank exceed the required capital levels to be considered Well Capitalized by their respective regulators at the end of each period presented. Effective October 1, 2003, the Corporation declared a two-for-one stock split. The per share dividend reflects this stock split. During the first six months of 2004, the Corporation declared its regular dividend of $0.20 per share, equal with $0.20 per share declared during the first six months of 2003.
During the first six months of 2004, the Corporation repurchased 108,600 shares of its common stock for $2,442,515 or an average purchase price of $22.49 per share.
Neither the Corporation nor the Bank are under any agreement with regulatory authorities, nor is management aware of any current recommendations by the regulatory authorities, which, if such recommendations were implemented, would have a material effect on liquidity, capital resources or operations of the Corporation.
Page 40
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS
There has been no material change in the Corporations assessment of its sensitivity to market risks since its presentation in the 2003 Annual Report and Form 10-K filed with the Securities and Exchange Commission (SEC).
Page 41
BRYN MAWR BANK CORPORATION AND SUBSIDIARIES
CONTROLS AND PROCEDURES
As of the end of the period covered by the report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporations management, including the Corporations Chief Executive Officer, Frederick C. Peters II, and Chief Financial Officer, Joseph W. Rebl, of the effectiveness of the design and operation of the Corporations disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e)and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporations disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation (including its consolidated subsidiaries) required to be included in the Corporations periodic SEC filings.
As of the date of this report, there have not been any significant changes to the Corporations internal controls or in any other factors that could significantly affect those controls subsequent to the date of the evaluation.
Page 42
None
Page 43
Item 2. Changes in Securities and Use of Proceeds and Issuer Purchase of Equity Securities
During the second quarter of 2004, the Corporation maintained, and continues to maintain, one stock repurchase program. The following table presents the repurchasing activity of this program during the second quarter of 2004:
Period |
Total Number of shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet Be Purchased Under the Plan or Programs | |||||
Month # 4 April 1, 2004 April 30, 2004 |
5,100 | $ | 22.90 | 5,100 | 164,494 | ||||
Month # 5 May 1, 2004 May 31, 2004 |
10,000 | $ | 21.32 | 10,000 | 154,494 | ||||
Month # 6 June 1, 2004 June 30, 2004 |
14,000 | $ | 21.44 | 14,000 | 140,494 | ||||
Total |
29,100 | $ | 21.65 | 29,100 | 140,494 |
Notes to this table:
(a) | On October 17, 2002 the Board of Directors of the Corporation authorized a new stock repurchase program, effective in January 2003. |
Page 44
This stock repurchase program is the only stock repurchase program presently in effect (the Program). This Program was publicly announced in a press release, also issued on October 17, 2002. |
(b) | The Corporation was authorized to repurchase an amount of Corporation stock, not to exceed the lesser of $7,500,000 or 4% of the then outstanding shares of common stock, which, after the effect of the two-for-one stock split, effective October 1, 2003, amounted to 348,094 shares. During 2003, under the Program, the Corporation repurchased 99,000 shares of Corporation stock, having an average cost of $18.43 per share. |
(c) | There is no expiration date on the Program. |
(d) | No stock repurchase programs expired during the first quarter of 2004. |
(e) | The Corporation presently has no plans for an early termination of the Program. |
(f) | All shares were purchased through the Program and were accomplished in open-market transactions. |
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
The Corporation held its Annual Meeting of Shareholders on April 20, 2004.
1. | The shareholders elected the two (2) nominees as Class II directors to the board of directors for a four (4) year term: |
Page 45
Director |
For |
Withheld | ||
B. Loyall Taylor |
7,644,708 | 117,399 | ||
James J. Smart |
7,614,001 | 148,106 |
The following directors continued in office after the Annual Meeting: Warren W. Deakens, Wendell F. Holland, Frederick C. Peters II, William Harral, III, Francis J. Leto, Nancy J. Vickers and Thomas A. Williams.
2. | The shareholders approved the Corporations 2004 Stock Option Plan: |
For |
Against |
Abstention |
Broker Non-Votes | |||
4,608,217 |
730,413 | 96,894 | 2,326,583 |
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 31.1 | Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a). | |
Exhibit 31.2 | Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a). |
Page 46
Exhibit 32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
b) Reports on Form 8-K
The following reports on Form 8-K were filed by the Corporation during the quarter ended June 30, 2004:
On April 21, 2004 the Corporation filed a Form 8-K reporting its earnings for the three months ended March 31, 2004.
On June 30, 2004 the Corporation filed a Form 8-K/A regarding the Corporation retaining KPMG LLP as its new independent accountants for the year 2004. PricewaterhouseCoopers LLP continued to serve as the Corporations independent accountants for the fiscal year ended December 31, 2003.
Page 47
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Bryn Mawr Bank Corporation
Date: |
August 6, 2004 |
By: | /s/ Frederick C. Peters II | |||||
Frederick C. Peters II | ||||||||
President & Chief Executive Officer | ||||||||
Date: |
August 6, 2004 |
By: | /s/ Joseph W. Rebl | |||||
Joseph W. Rebl | ||||||||
Treasurer and Assistant Secretary |
Page 48
Index to Exhibits
a) Exhibits
Exhibit 31.1 | Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a). | |
Exhibit 31.2 | Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule 15d-14(a). | |
Exhibit 32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Page 49