Attached files
file | filename |
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EX-31.2 - EXHIBIT 31.2 - CENTRA FINANCIAL HOLDINGS INC | c08092exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - CENTRA FINANCIAL HOLDINGS INC | c08092exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - CENTRA FINANCIAL HOLDINGS INC | c08092exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - CENTRA FINANCIAL HOLDINGS INC | c08092exv32w2.htm |
Table of Contents
United States
Securities and Exchange Commission
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2010
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File number 000-49699
Centra Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
West Virginia | 55-0770610 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No) |
990 Elmer Prince Drive
P. O. Box 656
Morgantown, West Virginia 26507-0656
(Address of principal executive offices, zip code)
P. O. Box 656
Morgantown, West Virginia 26507-0656
(Address of principal executive offices, zip code)
304-598-2000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name, address, and fiscal year, if changed since last report)
(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Check one:
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date:
As of October 29, 2010, the number of shares outstanding of the registrants only class of
common stock was 8,441,458.
Centra Financial Holdings, Inc.
Table of Contents
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
Table of Contents
Part I. Financial Information
Item 1. Financial Statements
Centra Financial Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
Consolidated Balance Sheets
September 30 | December 31 | |||||||
2010 | 2009 | |||||||
(Dollars in Thousands, Except Per Share Data) | (Unaudited) | (Note B) | ||||||
Assets |
||||||||
Cash and due from banks |
$ | 6,508 | $ | 3,961 | ||||
Interest-bearing deposits in other banks |
1,605 | 1,996 | ||||||
Federal funds sold |
177,730 | 68,607 | ||||||
Total cash and cash equivalents |
185,843 | 74,564 | ||||||
Available-for-sale securities, at fair value (amortized cost of
$123,813 at September 30, 2010 and $128,966 at December 31,
2009) |
125,933 | 131,531 | ||||||
Other investment securities, at cost |
3,900 | 2,922 | ||||||
Loans, net of unearned income |
1,031,716 | 1,022,852 | ||||||
Allowance for loan losses |
(18,306 | ) | (18,010 | ) | ||||
Net loans |
1,013,410 | 1,004,842 | ||||||
Premises and equipment, net |
21,113 | 22,362 | ||||||
Loans held for sale |
5,448 | 2,593 | ||||||
Goodwill and other intangible assets |
15,002 | 15,557 | ||||||
Other assets |
40,152 | 38,186 | ||||||
Total assets |
$ | 1,410,801 | $ | 1,292,557 | ||||
Liabilities |
||||||||
Deposits |
||||||||
Non-interest bearing |
$ | 158,417 | $ | 155,690 | ||||
Interest bearing |
1,049,421 | 958,656 | ||||||
Total deposits |
1,207,838 | 1,114,346 | ||||||
Short-term borrowings |
35,982 | 40,781 | ||||||
Long-term debt |
20,000 | 20,000 | ||||||
Other liabilities |
11,910 | 12,286 | ||||||
Total liabilities |
1,275,730 | 1,187,413 | ||||||
Stockholders equity |
||||||||
Preferred stock, $1 par value, 1,000,000 authorized, none issued |
| | ||||||
Common stock, $1 par value, 50,000,000 authorized, 8,427,409
and 7,122,525 issued and outstanding on September 30, 2010 and
December 31, 2009, respectively |
8,427 | 7,123 | ||||||
Additional paid-in capital |
120,865 | 97,320 | ||||||
Accumulated earnings (deficit) |
4,482 | (838 | ) | |||||
Accumulated other comprehensive income |
1,297 | 1,539 | ||||||
Total stockholders equity |
135,071 | 105,144 | ||||||
Total liabilities and stockholders equity |
$ | 1,410,801 | $ | 1,292,557 | ||||
Notes to consolidated financial statements are an integral part of these statements.
1
Table of Contents
Centra Financial Holdings, Inc. and Subsidiaries
Consolidated Statements of Income
Consolidated Statements of Income
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
(Unaudited) (Dollars in Thousands Except Per Share Data) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Interest income | ||||||||||||||||
Loans, including fees |
$ | 43,310 | $ | 45,652 | $ | 14,329 | $ | 15,223 | ||||||||
Loans held for sale |
88 | 126 | 40 | 27 | ||||||||||||
Securities available-for-sale |
2,422 | 3,066 | 765 | 977 | ||||||||||||
Interest-bearing bank balances |
1 | 1 | | | ||||||||||||
Federal funds sold |
197 | 10 | 86 | 6 | ||||||||||||
Total interest income |
46,018 | 48,855 | 15,220 | 16,233 | ||||||||||||
Interest expense |
||||||||||||||||
Deposits |
12,292 | 16,103 | 3,669 | 5,082 | ||||||||||||
Short-term borrowings |
136 | 242 | 42 | 58 | ||||||||||||
Long-term debt |
353 | 459 | 127 | 130 | ||||||||||||
Total interest expense |
12,781 | 16,804 | 3,838 | 5,270 | ||||||||||||
Net interest income |
33,237 | 32,051 | 11,382 | 10,963 | ||||||||||||
Provision for credit losses |
2,589 | 2,506 | 1,019 | 1,186 | ||||||||||||
Net interest income after provision for credit losses |
30,648 | 29,545 | 10,363 | 9,777 | ||||||||||||
Other income |
||||||||||||||||
Service charges on deposit accounts |
3,036 | 2,712 | 1,128 | 952 | ||||||||||||
Other service charges and fees |
2,128 | 1,858 | 735 | 644 | ||||||||||||
Secondary market income |
583 | 1,067 | 195 | 281 | ||||||||||||
Security losses |
| (336 | ) | | | |||||||||||
Other |
850 | 540 | 312 | 153 | ||||||||||||
Total other income |
6,597 | 5,841 | 2,370 | 2,030 | ||||||||||||
Other expense |
||||||||||||||||
Salary and employee benefits |
13,505 | 11,501 | 4,424 | 4,019 | ||||||||||||
Occupancy expense |
2,360 | 2,025 | 743 | 745 | ||||||||||||
Equipment expense |
1,638 | 1,741 | 542 | 578 | ||||||||||||
Advertising |
1,241 | 1,122 | 346 | 431 | ||||||||||||
Professional fees |
741 | 669 | 258 | 188 | ||||||||||||
Data processing |
1,932 | 1,880 | 620 | 617 | ||||||||||||
Other outside services |
682 | 761 | 199 | 246 | ||||||||||||
Regulatory assessment |
1,275 | 1,526 | 440 | 389 | ||||||||||||
Other |
3,464 | 3,370 | 1,310 | 1,217 | ||||||||||||
Total other expense |
26,838 | 24,595 | 8,882 | 8,430 | ||||||||||||
Net income before income tax |
10,407 | 10,791 | 3,851 | 3,377 | ||||||||||||
Income tax expense |
3,406 | 3,709 | 1,260 | 1,223 | ||||||||||||
Net income |
7,001 | 7,082 | 2,591 | 2,154 | ||||||||||||
Dividends and accretion on preferred stock and warrants |
| 923 | | | ||||||||||||
Net income available to common stockholders |
$ | 7,001 | $ | 6,159 | $ | 2,591 | $ | 2,154 | ||||||||
Basic earnings per share |
$ | 0.86 | $ | 0.89 | $ | 0.31 | $ | 0.31 | ||||||||
Diluted earnings per share |
$ | 0.82 | $ | 0.85 | $ | 0.30 | $ | 0.29 | ||||||||
Basic weighted-average shares outstanding |
8,180,579 | 6,912,570 | 8,424,891 | 6,970,533 | ||||||||||||
Diluted weighted-average shares outstanding |
8,545,037 | 7,284,451 | 8,758,909 | 7,327,725 | ||||||||||||
Cash dividends declared per share |
$ | 0.20 | $ | 0.15 | $ | 0.08 | $ | 0.05 |
Notes to consolidated financial statements are an integral part of these statements.
2
Table of Contents
Centra Financial Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders Equity
Consolidated Statements of Stockholders Equity
For the Nine Months Ended September 30, 2010 and 2009
Accumulated | ||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||
Preferred | Common | Paid-in | Accumulated | Comprehensive | ||||||||||||||||||||
(Unaudited) (Dollars in Thousands) | Stock | Stock | Capital | (Deficit)Earnings | Income | Total | ||||||||||||||||||
Balance, January 1, 2009 |
$ | | $ | 6,804 | $ | 93,887 | $ | (6,535 | ) | $ | 1,086 | $ | 95,242 | |||||||||||
Issuance of Series A Preferred Stock |
15 | | 14,235 | | | 14,250 | ||||||||||||||||||
Issuance of Series B Preferred Stock |
1 | | 749 | | | 750 | ||||||||||||||||||
Accretion of discount on Series A Preferred Stock |
| | 43 | (43 | ) | | | |||||||||||||||||
Redemption of Series A Preferred Stock |
(15 | ) | | (14,278 | ) | (707 | ) | | (15,000 | ) | ||||||||||||||
Redemption of Series B Preferred Stock |
(1 | ) | | (749 | ) | | | (750 | ) | |||||||||||||||
Exercise of 126,217 stock options |
| 126 | 859 | | | 985 | ||||||||||||||||||
Stock Based Compensation |
| | 218 | | | 218 | ||||||||||||||||||
Cash dividend declared on common stock, $0.15 per share |
| | | (1,042 | ) | | (1,042 | ) | ||||||||||||||||
Cash dividends on Series A and B Preferred Stock |
| | | (173 | ) | | (173 | ) | ||||||||||||||||
Sale of shares issued through dividend reinvestment plan |
| 65 | 937 | | | 1,002 | ||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | | 7,082 | | 7,082 | ||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Change in unrealized gain on available-for-sale
securities, net of income taxes of $265 |
| | | | 465 | 465 | ||||||||||||||||||
Reclassification adjustment for net losses
included in net income, net of income tax of $135 |
| | | | 202 | 202 | ||||||||||||||||||
Net unrealized gain on available-for-sale
securities, net of income tax of $130 |
| | | | 667 | |||||||||||||||||||
Total comprehensive income |
| | | | | 7,749 | ||||||||||||||||||
Balance, September 30, 2009 |
$ | | $ | 6,995 | $ | 95,901 | $ | (1,418 | ) | $ | 1,753 | $ | 103,231 | |||||||||||
Balance, January 1, 2010 |
$ | | $ | 7,123 | $ | 97,320 | $ | (838 | ) | $ | 1,539 | $ | 105,144 | |||||||||||
Issuance of shares of common stock |
| 1,034 | 19,580 | | | 20,614 | ||||||||||||||||||
Cash dividend declared on common stock, $0.20 per share |
| | | (1,681 | ) | | (1,681 | ) | ||||||||||||||||
Stock based compensation expense |
| | 593 | | | 593 | ||||||||||||||||||
Exercise of 226,804 stock options |
| 227 | 2,551 | | | 2,778 | ||||||||||||||||||
Shares issued through dividend reinvestment plan |
| 43 | 821 | | | 864 | ||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | | 7,001 | | 7,001 | ||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Change in unrealized gain on available-for-sale
securities, net of income taxes of ($173) |
| | | | (242 | ) | (242 | ) | ||||||||||||||||
Total comprehensive income |
| | | | | 6,759 | ||||||||||||||||||
Balance, September 30, 2010 |
$ | | $ | 8,427 | $ | 120,865 | $ | 4,482 | $ | 1,297 | $ | 135,071 | ||||||||||||
Notes to consolidated financial statements are an integral part of these statements.
3
Table of Contents
Centra Financial Holdings, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Consolidated Statements of Cash Flows
Nine Months Ended | ||||||||
September 30 | ||||||||
(Unaudited) (Dollars in Thousands) | 2010 | 2009 | ||||||
Operating activities |
||||||||
Net income |
$ | 7,001 | $ | 7,082 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Accretion of discounts on securities |
(96 | ) | (194 | ) | ||||
Amortization of premiums on securities |
1,064 | 815 | ||||||
Loss on impairment and sale of investment securities |
| 336 | ||||||
Amortization of intangibles |
555 | 555 | ||||||
Provision for credit losses |
2,589 | 2,506 | ||||||
Deferred income tax benefit |
(604 | ) | (484 | ) | ||||
Loss on disposal of fixed assets |
| 50 | ||||||
Depreciation |
1,634 | 1,563 | ||||||
Loans originated for sale |
(38,735 | ) | (74,756 | ) | ||||
Proceeds from loans sold |
36,463 | 75,058 | ||||||
Gain on sale of loans |
(583 | ) | (1,065 | ) | ||||
Stock option expense |
593 | 218 | ||||||
Increase in cash surrender value of life insurance |
(612 | ) | (340 | ) | ||||
Increase in other liabilities |
813 | 1,902 | ||||||
Decrease (increase)in other assets |
931 | (2,114 | ) | |||||
Net cash provided by operating activities |
11,013 | 11,132 | ||||||
Investing activities |
||||||||
Purchases of premises and equipment |
(388 | ) | (2,974 | ) | ||||
Purchase of life insurance |
(2,008 | ) | (1,380 | ) | ||||
Purchases of available-for-sale securities |
(45,328 | ) | (53,209 | ) | ||||
Sales, calls and maturities of available-for-sale securities |
48,535 | 42,717 | ||||||
Net increase in loans made to customers |
(11,196 | ) | (8,087 | ) | ||||
Net cash used in investing activities |
(10,385 | ) | (22,933 | ) | ||||
Financing activities |
||||||||
Net increase in deposits |
93,492 | 91,615 | ||||||
Net decrease in securities sold under agreement to repurchase |
(4,799 | ) | (41,055 | ) | ||||
Cash received from exercise of stock options |
1,589 | 985 | ||||||
Cash received from dividend reinvestment plan |
509 | 736 | ||||||
Cash payment in lieu of fractional shares |
| (8 | ) | |||||
Cash dividends paid on common stock |
(754 | ) | (933 | ) | ||||
Proceeds of stock offering |
20,614 | | ||||||
Net proceeds from issuance of Series A and B Preferred Stock |
| 15,000 | ||||||
Repayment of Series A Preferred Stock |
| (15,750 | ) | |||||
Cash dividends paid on preferred stock and warrants |
| (173 | ) | |||||
Net cash provided by financing activities |
110,651 | 50,417 | ||||||
Net increase in cash and cash equivalents |
111,279 | 38,616 | ||||||
Cash and cash equivalents beginning of period |
74,564 | 20,296 | ||||||
Cash and cash equivalents end of period |
$ | 185,843 | $ | 58,912 | ||||
Notes to consolidated financial statements are an integral part of these statements.
4
Table of Contents
Centra Financial Holdings, Inc.
Notes to Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note A Organization
Centra Bank, Inc. (the Bank or Centra) is a full service commercial bank that was chartered on
September 27, 1999, under the laws of the State of West Virginia and commenced operations on
February 14, 2000. Centra Financial Holdings, Inc. (Centra) was formed on October 25, 1999, for the
purpose of becoming a one-bank holding company to own all of the outstanding stock of Centra Bank.
Management has evaluated all significant events and transactions that occurred after September 30,
2010 and the date these financial statements were issued, for potential recognition or disclosure
in these financial statements.
Note B Basis of Presentation
Centras consolidated financial statements have been prepared in accordance with Centras
accounting and reporting policies, which are in conformity with U. S. generally accepted accounting
principles for interim financial information and with instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Such policies require management to make estimates and develop assumptions that
affect the amounts reported in the consolidated financial statements and related footnotes. Actual
results could differ significantly from managements estimates. Also, they do not include all the
information and footnotes required by U. S. generally accepted accounting principles for annual
year-end financial statements. In the opinion of management, all adjustments considered necessary
for a fair presentation, have been included and are of a normal, recurring nature. The balance
sheet as of December 31, 2009, has been derived from the audited financial statements at that date,
but does not include all of the information and footnotes required by U. S. generally accepted
accounting principles (U.S. GAAP). Operating results for the nine months ended September 30,
2010, are not necessarily indicative of the results that may be expected for the year ending
December 31, 2010. These interim financial statements should be read in conjunction with the
financial statements and notes thereto included in Centras December 31, 2009, Form 10-K filed with
the Securities and Exchange Commission.
Note C Net Income Per Common Share
Centra determines basic earnings per share by dividing net income available to common shareholders
by the weighted average number of common shares outstanding during the period. Diluted earnings per
share is determined by dividing net income available to common shareholders by the weighted average
number of common shares outstanding increased by the number of shares that would be issued assuming
the exercise of stock options. At September 30, 2010 and 2009, stock options outstanding and
available to be exercised were 1,220,398 and 1,352,611 shares at an average price of $13.20 and
$10.77, respectively. The calculation of basic and diluted earnings per common share was a
follows:
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
(Dollars in Thousands except for per Share Data) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net income |
$ | 7,001 | $ | 7,082 | $ | 2,591 | $ | 2,154 | ||||||||
Dividends and accretion on preferred stock and warrants |
| 923 | | | ||||||||||||
Net income available to common stockholders |
$ | 7,001 | $ | 6,159 | $ | 2,591 | $ | 2,154 | ||||||||
Weighted-average common shares outstanding |
8,180,579 | 6,912,570 | 8,424,891 | 6,970,533 | ||||||||||||
Effect of potentially dilutive common shares |
364,458 | 371,881 | 334,018 | 357,192 | ||||||||||||
Total weighted-average common shares outstanding |
8,545,037 | 7,284,451 | 8,758,909 | 7,327,725 | ||||||||||||
Earnings per Share |
||||||||||||||||
Basic |
$ | 0.86 | $ | 0.89 | $ | 0.31 | $ | 0.31 | ||||||||
Diluted |
$ | 0.82 | $ | 0.85 | $ | 0.30 | $ | 0.29 |
5
Table of Contents
Note D Fair Value Measurements
A hierarchy of valuation techniques based on whether the inputs to those valuation techniques are
observable or unobservable. Observable inputs reflect market data obtained from independent
sources, while unobservable inputs reflect Centras market assumptions. The three levels of the
fair value hierarchy based on these two types of inputs are as follows:
| Level 1 Valuation is based on quoted prices in active markets for identical assets
and liabilities. |
||
| Level 2 Valuation is based on observable inputs other than quoted prices in active
markets for similar assets and liabilities, quoted prices for identical or similar assets
and liabilities in nonactive markets, and model-based valuation techniques for which all
significant assumptions are observable in the market. |
||
| Level 3 Valuation is based on model-based techniques that use one or more significant
inputs or assumptions that are unobservable in the market. |
When determining the fair value measurements for assets and liabilities, Centra looks to active and
observable markets to price identical assets or liabilities whenever possible and classifies such
items in Level 1. When identical assets and liabilities are not traded in active markets, Centra
looks to market observable data for similar assets and liabilities and classifies such items as
Level 2. Nevertheless, when certain assets and liabilities are not actively traded in observable
markets and Centra must use alternative valuation techniques using unobservable inputs to determine
a fair value and classifies such items as Level 3. The level within the fair value hierarchy is
based on the lowest level of input that is significant in the fair value measurement.
The following tables present the balances of financial assets measured at fair value on a recurring
basis as of September 30, 2010 and December 31, 2009:
(Unaudited) (Dollars in Thousands)
Fair Value Measurements at September 30, 2010 Using: | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Balance as of | Assets | Inputs | Inputs | |||||||||||||
Description | September 30, 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Available-for-sale securities |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 94,591 | $ | | $ | 94,591 | $ | | ||||||||
State and municipal |
30,183 | | 30,183 | | ||||||||||||
Corporate |
782 | | 782 | | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
377 | 377 | | | ||||||||||||
Total |
$ | 125,933 | $ | 377 | $ | 125,556 | $ | | ||||||||
6
Table of Contents
Fair Value Measurements at December 31, 2009 Using: | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Balance as of | Assets | Inputs | Inputs | |||||||||||||
Description | December 31, 2009 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 97,106 | $ | | $ | 97,106 | $ | | ||||||||
State and municipal |
32,406 | | 32,406 | | ||||||||||||
Corporate |
1,630 | | 1,630 | | ||||||||||||
Equity securities: |
| |||||||||||||||
Financial institution stock |
389 | 389 | | | ||||||||||||
Total |
$ | 131,531 | $ | 389 | $ | 131,142 | $ | | ||||||||
Available for sale securities are recorded at fair value on a recurring basis. Fair value
measurement is based upon quoted market prices, when available (Level 1). If quoted market prices
are not available, fair values are measured utilizing independent valuation techniques of identical
or similar securities. Third party vendors compile prices from various sources and may apply such
techniques as matrix pricing to determine the value of identical or similar securities (Level 2).
Any securities available for sale not valued based upon the methods above are considered Level 3.
The following table summarizes financial assets, including impaired loans that have been written
down and other real estate owned recorded at the lower of cost or market, that were measured at
fair value on a nonrecurring basis as of September 30, 2010:
(Unaudited) (Dollars in Thousands)
Fair Value Measurements at September 30, 2010 Using: | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Balance as of | Assets | Inputs | Inputs | |||||||||||||
Description | September 30, 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Impaired loans |
$ | 25,059 | $ | | $ | 7,961 | $ | 17,098 | ||||||||
Other real estate owned |
$ | 2,797 | $ | | $ | | $ | 2,797 |
(Dollars in Thousands)
Fair Value Measurements at December 31, 2009 Using: | ||||||||||||||||
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
Balance as of | Assets | Inputs | Inputs | |||||||||||||
Description | December 31, 2009 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Impaired loans |
$ | 7,197 | $ | | $ | 1,147 | $ | 6,050 | ||||||||
Other real estate owned |
$ | 2,261 | $ | | $ | 60 | $ | 2,201 |
Certain financial assets are measured at fair value on a nonrecurring basis in accordance with
generally accepted accounting principles (GAAP.) Adjustments to the fair value of these assets
usually result from the application of lower-of-cost-or-market accounting or write-downs of
individual assets.
7
Table of Contents
Loans held for sale: Loans held for sale are carried at the lower of cost or market value. These
loans currently consist of one-to-four family residential loans originated for sale in the
secondary market. Fair value is based on the price secondary markets are currently offering for
similar loans which is not materially different than cost due to the short duration between
origination and sale (Level 2). As such, Centra records any fair value adjustments on a
nonrecurring basis. Gains and losses on the sale of loans are recorded within secondary market
income on the Consolidated Statements of Income. For the three and nine months ended September 30,
2010, no fair value adjustment was recorded related to loans held for sale.
Impaired loans: Loans are designated as impaired when, in the judgment of management based on
current information and events, it is probable that all amounts due according to the contractual
terms of the loan agreement will not be collected. For such loans, impairment is measured based on
the present value of expected future cash flows to be received from the borrower, or alternatively,
the observable market price of the loan or the fair value of the collateral if the loan is
collateral dependent. Impairment is typically measured based on the fair value of the collateral
securing the loans. Collateral may be in the form of real estate or business assets including
equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate.
When the fair value of the collateral is based on an observable market price or a current appraised
value, Centra records the impaired loan as nonrecurring Level 2. When an appraised value is not
available or management determines the fair value of the collateral is further impaired below the
appraised value and there is no observable market price, Centra records the impaired loan as
nonrecurring Level 3.
The value of business equipment is based upon an outside appraisal if deemed significant, or the
net book value on the applicable business financial statements if not considered significant.
Likewise, values for inventory and accounts receivables collateral are based on financial statement
balances or aging reports (Level 3). Impaired loans allocated to the Allowance for Loan Losses are
measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the
period incurred as provision for credit losses expense on the Consolidated Statements of Income.
Other real estate owned: Other real estate owned (OREO) is measured at fair value less cost to sell
at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations
are periodically performed by management and the assets are carried at the lower of carrying amount
or fair value less cost to sell. Appraisals for property may be conducted on the property and are
based on consideration of comparable property sales (Level 2). Some valuations may require some
degree of professional judgment. In conducting an appraisal for ongoing construction property, the
appraiser develops two appraised amounts: an as is appraised value and a completed value. Based
on professional judgment and their knowledge of the particular situation, management determines the
appropriate fair value to be utilized for such property (Level 3). Income and expenses from
operations and changes in valuation allowance are included in the net expenses from OREO.
Goodwill and Core Deposit Intangible: Goodwill is carried at cost basis and is reviewed annually
for impairment. Core Deposit Intangible is recorded at cost and amortized monthly and reviewed
annually for impairment or earlier if indicators of impairment exist. If impairment exists, the
measurement of loss is based on the fair value of the reporting unit (goodwill) and the core
deposit intangible. For the three and nine months ended September 30, 2010 and 2009, no indication
of impairment was noted.
Financial Instruments: The following methods and assumptions were used by Centra in estimating its
fair value disclosures for financial instruments:
Cash and Cash Equivalents: The carrying amounts reported in the balance sheet approximate
their fair values.
Loans: The fair value of performing variable rate loans that reprice frequently and
performing demand loans, with no significant change in credit risk, is based on carrying value. The
fair value of certain mortgage loans is based on quoted market prices of similar loans sold
adjusted for differences in loan characteristics. The fair value of other performing loans (e.g.,
commercial real estate, commercial, and consumer loans) is estimated using discounted cash flow
analyses and interest rates currently being offered for loans with similar terms to borrowers of
similar credit quality.
Loans Held for Sale: The estimated fair value of loans held for sale is based upon the
market price of similar loans which is not materially different than cost due to the short time
duration between origination and sale.
Deposits: The carrying amounts of demand deposits, savings accounts, and certain money
market deposits approximate their fair values. The fair value of fixed maturity certificates of
deposit is estimated using a discounted cash flow calculation that applies current rates offered
for deposits of similar remaining maturities.
Short-Term Borrowings: The carrying amounts of short-term borrowings approximate their fair
values.
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Table of Contents
Long-Term Debt: The carrying amounts of long-term debt approximate their fair value because
the debt is a variable rate instrument repricing quarterly.
Off-Balance Sheet Financial Instruments: The fair value of loan commitments is estimated
using the fees currently charged to enter into similar agreements taking into account the remaining
terms of the agreements and the counter parties credit standing. The estimated fair value of
these commitments approximates their carrying value.
The estimated fair values of Centras financial instruments are as follows:
September 30, 2010 | December 31, 2009 | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
(Dollars in Thousands) | Amount | Value | Amount | Value | ||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 185,843 | $ | 185,843 | $ | 74,564 | $ | 74,564 | ||||||||
Investment securities |
129,833 | 129,833 | 131,531 | 131,531 | ||||||||||||
Loans |
1,031,716 | 1,079,439 | 1,022,852 | 1,077,091 | ||||||||||||
Loans Held for Sale |
5,448 | 5,448 | 2,593 | 2,593 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Deposits |
$ | 1,207,838 | $ | 1,216,022 | $ | 1,114,346 | $ | 1,126,781 | ||||||||
Short-term borrowings |
35,982 | 35,982 | 40,781 | 40,781 | ||||||||||||
Long-term debt |
20,000 | 20,000 | 20,000 | 20,000 |
Note E Investment Securities
Securities Classified as Available-for-Sale | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in Thousands) | Cost | Gains | Losses | Value | ||||||||||||
At September 30, 2010: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 93,631 | $ | 960 | $ | | $ | 94,591 | ||||||||
State and municipal |
28,958 | 1,225 | | 30,183 | ||||||||||||
Corporate |
759 | 23 | | 782 | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
465 | | (88 | ) | 377 | |||||||||||
Total available-for-sale securities |
$ | 123,813 | $ | 2,208 | $ | (88 | ) | $ | 125,933 | |||||||
At December 31, 2009: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 95,752 | $ | 1,397 | $ | (43 | ) | $ | 97,106 | |||||||
State and municipal |
31,253 | 1,168 | (15 | ) | 32,406 | |||||||||||
Corporate |
1,572 | 58 | | 1,630 | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
389 | | | 389 | ||||||||||||
Total available-for-sale securities |
$ | 128,966 | $ | 2,623 | $ | (58 | ) | $ | 131,531 | |||||||
As of September 30, 2010, other investments at cost were $3.9 million compared to $2.9 million as
of December 31, 2009, and consisted of Federal Home Loan Bank (FHLB) stock. FHLB stock is
classified as a restricted investment, carried at cost and valued based on the ultimate
recoverability of par value. Cash and stock dividends received on stock are reported as interest
income. There are no identified events or changes in circumstances that may have a significant
adverse effect on these investments carried at cost.
At September 30, 2010 and December 31, 2009, investment securities having a carrying value of
$106.5 million and $108.5 million, respectively were pledged to secure public deposits and
repurchase agreements in accordance with federal and state requirements.
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Table of Contents
Provided below is a summary of securities available-for-sale which were in an unrealized loss
position at September 30, 2010 and December 31, 2009. One security was in an unrealized loss
position as of September 30, 2010 compared to ten securities at December 31, 2009, respectively.
Centra has the intent to hold these securities and it is more likely than not that Centra will not
be required to sell the securities before the anticipated recovery in fair value or by the time
these securities mature. Further, Centra believes the deterioration in fair value is attributable
to changes in market interest rates and not credit quality of the issuer.
Less Than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
(Dollars in Thousands) | Value | Losses | Value | Losses | Value | Losses | ||||||||||||||||||
At September 30, 2010: |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
U.S. Government sponsored
agencies |
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||
State and municipal |
| | | | | | ||||||||||||||||||
Corporate |
| | | | | | ||||||||||||||||||
Equity securities: |
||||||||||||||||||||||||
Financial institution stock |
377 | (88 | ) | | | 377 | (88 | ) | ||||||||||||||||
Total |
$ | 377 | $ | (88 | ) | $ | | $ | | $ | 377 | $ | (88 | ) | ||||||||||
At December 31, 2009: |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
U.S. Government sponsored
agencies |
$ | 15,213 | $ | (43 | ) | $ | | $ | | $ | 15,213 | $ | (43 | ) | ||||||||||
State and municipal |
1,275 | (15 | ) | | | 1,275 | (15 | ) | ||||||||||||||||
Corporate |
| | | | | | ||||||||||||||||||
Equity securities: |
||||||||||||||||||||||||
Financial institution stock |
| | | | | | ||||||||||||||||||
Total |
$ | 16,488 | $ | (58 | ) | $ | | $ | | $ | 16,488 | $ | (58 | ) | ||||||||||
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis,
and more frequently when economic or market concerns warrant such evaluation. Consideration is
given to (1) the length of time and the extent to which the fair value has been less than cost, (2)
the financial condition and near-term prospects of the issuer, and (3) the intent and ability of
Centra to retain its investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value. As of September 30, 2010, Centra determined that no
other-than-temporary impairments existed within the available-for-sale securities portfolio.
The estimated maturities presented in the tables below may differ from the contractual maturities
because borrowers may have the right to call or prepay obligations without call or prepayment
penalties. The portfolio contains no single issue (excluding U.S. government and U.S. agency
securities) that exceeds 10% of stockholders equity.
The fair value of the available-for-sale securities portfolio as of September 30, 2010 and December
31, 2009 by contractual maturity, are shown below:
Fair Value Due: | ||||||||||||||||||||
After 1 | After 5 | |||||||||||||||||||
year | years | |||||||||||||||||||
Within 1 | through 5 | through | Over 10 | |||||||||||||||||
(Dollars in Thousands | year | years | 10 years | year | Total | |||||||||||||||
At September 30, 2010: |
||||||||||||||||||||
Debt Securities: |
||||||||||||||||||||
U.S. Government sponsored agencies |
$ | 43,221 | $ | 51,370 | $ | | $ | | $ | 94,591 | ||||||||||
State and municipal |
2,325 | 27,414 | 444 | | 30,183 | |||||||||||||||
Corporate |
782 | | | | 782 | |||||||||||||||
Equity Securities: |
||||||||||||||||||||
Financial institution stock |
| | | 377 | 377 | |||||||||||||||
Total |
$ | 46,328 | $ | 78,784 | $ | 444 | $ | 377 | $ | 125,933 | ||||||||||
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Fair Value Due: | ||||||||||||||||||||
After 1 | After 5 | |||||||||||||||||||
year | years | |||||||||||||||||||
Within 1 | through 5 | through | Over 10 | |||||||||||||||||
(Dollars in Thousands | year | years | 10 years | year | Total | |||||||||||||||
At December 31, 2009: |
||||||||||||||||||||
Debt Securities: |
||||||||||||||||||||
U.S. Government sponsored agencies |
$ | 32,712 | $ | 64,394 | $ | | $ | | $ | 97,106 | ||||||||||
State and municipal |
869 | 30,688 | 849 | | 32,406 | |||||||||||||||
Corporate |
820 | 810 | | | 1,630 | |||||||||||||||
Equity Securities: |
||||||||||||||||||||
Financial institution stock |
| | | 389 | 389 | |||||||||||||||
Total |
$ | 34,401 | $ | 95,892 | $ | 849 | $ | 389 | $ | 131,531 | ||||||||||
Note F Recent Accounting Pronouncements
In July 2010, FASB issued an accounting pronouncement to improve disclosures about the credit
quality of financing receivables and the allowance for credit losses. Companies will be required
to provide more information about the credit quality of their financing receivables in the
disclosures to financial statements, such as aging information and credit quality indicators. Both
new and existing disclosures must be disaggregated by portfolio segment or class. The
disaggregation of information is based on how a company develops its allowance for credit losses
and how it manages its credit exposure. Required disclosures as of the end of a reporting period
are effective for periods ending on or after December 15, 2010, while required disclosures about
activity that occurs during a reporting period are effective for periods beginning on or after
December 15, 2010. Centra does not believe that this statement will have a material impact on its
consolidated financial statements.
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The Private Securities Litigation Reform Act of 1995 indicates that the disclosure of
forward-looking information is desirable for investors and encourages such disclosure by providing
a safe harbor for forward-looking statements that involve risk and uncertainty. All statements
other than statements of historical fact included in this Form 10-Q including statements in
Managements Discussion and Analysis of Financial Condition and Results of Operations are, or may
be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities and Exchange Act of 1934. When considering
forward-looking statements, you should keep in mind cautionary statements in this document and
other SEC filings including the Risk Factors section of Item 1A of our 2009 Annual Report on Form
10-K. In order to comply with the terms of the safe harbor, the corporation notes that a variety of
factors, (e.g., changes in the national and local economies, changes in the interest rate
environment, competition, changes in governmental regulation including rules and regulations
adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, additional FDIC
special assessments, etc.) could cause Centras actual results and experience to differ materially
from the anticipated results or other expectations expressed in those forward-looking statements.
Recent Legislation Impacting the Financial Services Industry
On July 21, 2010, sweeping financial regulatory reform legislation entitled the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the Dodd-Frank Act) was signed into law. Generally,
the Dodd-Frank Act is effective the day after it was signed into law, but different effective dates
apply to specific sections of the law. The Dodd-Frank Act implements far-reaching changes across
the financial regulatory landscape, including provisions that, among other things, will:
| Centralize responsibility for consumer financial protection by creating a new agency,
the Consumer Financial Protection Bureau, which will have rulemaking authority for a wide
range of consumer protection laws that would apply to all banks and have broad powers to
supervise and enforce consumer protection laws; |
||
| Changes standards for Federal preemption of state laws related to federally chartered institutions
and their subsidiaries; |
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Table of Contents
| After a three-year phase-in period which begins January 1, 2013, removes trust
preferred securities as a permitted component of a holding companys tier 1 capital; |
||
| Requires the Office of the Comptroller of the Currency to seek to make its capital
requirements for national banks countercyclical so that capital requirements increase in
times of economic expansion and decrease in times of economic contraction; |
||
| Requires financial holding companies to be well-capitalized and well-managed as of July
21, 2011. Bank holding companies and banks must also be both well-capitalized and
well-managed in order to acquire banks located outside their domiciled state; |
||
| Provides for an increase in the FDIC assessment for depository institutions with assets
of $10 billion or more, increases in the minimum reserve ratio for the deposit insurance
fund from 1.15% to 1.35% and changes in the basis for determining FDIC premiums from
deposits to assets; |
||
| Requires large, publicly traded bank holding companies with assets of $10 billion or
more to establish a risk committee responsible for the oversight of enterprise risk
management; |
||
| Provides for new disclosure and other requirements relating to executive compensation
and corporate governance. These disclosures and requirements apply to all public
companies, not just financial institutions; |
||
| Permanently increases the $250 thousand limit for federal deposit insurance and
increases the cash limit of Securities Investor Protection Corporation protection from $100
thousand to $250 thousand and provides unlimited federal deposit insurance until January 1,
2013 for non-interest bearing demand transaction accounts at all insured depository
institutions; |
||
| Repeals the federal prohibitions on the payment of interest on demand deposits; |
||
| Amends the Electronic Fund Transfer Act (EFTA) to, among other things, give the Federal
Reserve the authority to establish rules regarding interchange fees charged for electronic
debit transactions by payment card issuers having assets over $10 billion and to enforce a
new statutory requirement that such fees be reasonable and proportional to the actual cost
of a transaction to the issuer; and |
||
| Increases the authority of the Federal Reserve to examine the Bank and its non-bank
subsidiaries. |
Uncertainty remains as to the ultimate impact of the Act, which could have a material adverse
impact either on the financial services industry as a whole, or on our business, result of
operations and financial condition. Provisions in the legislation that affect deposit insurance
assessments, payment of interest on demand deposits and interchange fees could increase the costs
associated with deposits as well as place limitations on certain revenues those deposits may
generate. Provisions in the legislation that revoke the Tier 1 capital treatment of trust
preferred securities and otherwise require revisions to the capital requirements of the company and
the Bank could require the Company and the Bank to seek other sources of capital in the future.
12
Table of Contents
The following data should be read in conjunction with the unaudited consolidated financial
statements and the managements discussion and analysis that follows.
At September 30, 2010 and 2009, or for the nine and three months ended September 30, 2010 and 2009:
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income to: |
||||||||||||||||
Average assets |
0.69 | % | 0.77 | % | 0.74 | % | 0.69 | % | ||||||||
Average stockholders equity |
7.30 | 9.14 | 7.65 | 8.38 | ||||||||||||
Net interest margin |
3.58 | 3.83 | 3.55 | 3.83 | ||||||||||||
Average stockholders equity to average assets |
9.39 | 8.41 | 9.60 | 8.19 | ||||||||||||
Total loans to total deposits (end of period) |
85.42 | 93.38 | 85.42 | 93.38 | ||||||||||||
Allowance for loan losses to total loans (end of period) |
1.77 | 1.60 | 1.77 | 1.60 | ||||||||||||
Efficiency ratio* |
65.91 | 62.81 | 63.17 | 63.39 | ||||||||||||
Capital ratios: |
||||||||||||||||
Tier 1 capital ratio |
13.58 | 10.71 | 13.58 | 10.71 | ||||||||||||
Risk-based capital ratio |
14.84 | 11.97 | 14.84 | 11.97 | ||||||||||||
Leverage ratio |
10.11 | 8.59 | 10.11 | 8.59 | ||||||||||||
Cash dividends as a percentage of net income |
24.01 | 14.69 | 24.43 | 16.22 | ||||||||||||
Per share data: |
||||||||||||||||
Book value per share (end of period) |
$ | 15.89 | $ | 14.76 | $ | 15.89 | $ | 14.76 | ||||||||
Market value per share (end of period)** |
20.00 | 17.00 | 20.00 | 17.00 | ||||||||||||
Basic earnings per share |
0.86 | 0.89 | 0.31 | 0.31 | ||||||||||||
Diluted earnings per share |
0.82 | 0.85 | 0.30 | 0.29 | ||||||||||||
Cash dividends per share |
0.20 | 0.15 | 0.08 | 0.05 |
* | The efficiency ratio is defined as noninterest expense less amortization of intangibles
divided by net interest income plus noninterest income. |
|
** | Market value per share is determined for purposes of purchases under its Dividend
Reinvestment Plan (the Plan). This determination was made based on an independent third
party consulting firm engaged by Centra pursuant to the terms of the Plan. Centra uses an
independent third party because its stock does not trade on an exchange or over-the-counter.
This valuation was based primarily on the stock trading multiples of a group of comparable
banks. As no other bank is exactly similar to Centra, choosing a comparable group is a very
subjective process. Comparable banks were chosen based on having performance, financial
characteristics and geography similar to Centra; however, because of Centras location and
size there are a very limited number of comparable banks. The primary determination of value
was based on the price times earnings and/or price as a percent of tangible book value, as
appropriate, with other methods of valuation, such as but not limited to, price as a percent
of assets, discounted cash flows, known trades, previous stock offerings and other information
deemed by the consultant to be appropriate in the circumstance. |
Introduction
The following discussion and analysis of the consolidated financial statements of Centra is
presented to provide insight into managements assessment of the financial results. Centras
wholly-owned banking subsidiary, Centra Bank, is the primary financial entity in this discussion.
Unless otherwise noted, this discussion will be in reference to the bank.
Centra Bank was chartered by the State of West Virginia and is subject to regulation, supervision,
and examination by the Federal Deposit Insurance Corporation and the West Virginia Division of
Banking. The bank is not a member of the Federal Reserve System. The bank is a member of the
Federal Home Loan Bank of Pittsburgh.
The bank provides a full array of financial products and services to its customers, including
traditional banking products such as deposit accounts, lending products, debit cards, automated
teller machines, and safe deposit rental facilities.
This discussion and analysis should be read in conjunction with the prior year-end audited
financial statements and footnotes thereto included in Centras filing on Form 10-K and the ratios,
statistics, and discussions contained elsewhere in this Form 10-Q.
13
Table of Contents
Application of Critical Accounting Policies
The accounting and reporting policies of Centra conform to U.S. GAAP and to general practices
within the financial services industry. The preparation of the financial statements in conformity
with U.S. GAAP requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results could materially
differ from those estimates. Management has identified the accounting policies that, due to the
judgments, estimates and assumptions inherent in those policies, are critical to an understanding
of Centras Unaudited Consolidated Financial Statements and Managements Discussion and Analysis at
September 30, 2010, which were unchanged from the policies disclosed in Centras 2009 Form 10-K.
Results of Operations
Overview of the Statement of Income
For the nine months ended September 30, 2010, Centra earned $7.0 million compared to $7.1 million
for the first nine months of 2009. Excluding the dividends paid on preferred stock and warrants in
2009, these earnings equated to a return on average assets of 0.69% and 0.77% for the nine months
ended September 30, 2010 and 2009, respectively. Return on average equity was 7.30% and 9.14% for
September 30, 2010 and 2009, respectively.
For the quarter ended September 30, 2010, Centra earned $2.6 million compared to $2.2 million in
the third quarter of 2009. Excluding the dividends paid on preferred stock and warrants in 2009,
these earnings equated to a return on average assets of 0.74% and 0.69% for third quarter 2010 and
2009, respectively. Return on average equity was 7.65% and 8.38% for the third quarter 2010 and
2009, respectively.
Interest Income and Expense
Net interest income is the amount by which interest income on earning assets exceeds interest
expense on interest bearing liabilities. Interest earning assets include loans and investment
securities while interest bearing liabilities include interest bearing deposits and short and
long-term borrowed funds. Net interest income is the primary source of revenue for Centra. Net
interest income is impacted by changes in market interest rates, as well as changes in the mix and
volume of interest earning assets and interest bearing liabilities.
Net interest income increased to $33.2 million in the first nine months of 2010 from $32.1 million
in the first nine months of 2009. Net interest income increased to $11.4 million in the third
quarter of 2010 from $11.0 million in the third quarter of 2009. This increase was the result of
declines in interest expense outpacing declines in interest income from the prior year.
Centras interest bearing assets and liabilities increased during the first nine months and the
third quarter of 2010 compared to 2009. For the first nine months of 2010, the most significant
area of change was a rise in interest-bearing deposits as the average balance increased $96 million
for the nine months ended September 30, 2010 as compared to the nine months ended September 30,
2009. The average balance of federal funds sold comprise of the largest increase in earning
assets, which increased to $125.9 million compared to $2.4 million for the first nine months of
2009.
For the quarter ended September 30, 2010, the most significant area of change from the prior year
was a rise in the average balance of federal funds sold, which increased to an average balance of
$146.6 million from $14.5 million for the quarter ended September 30, 2009. Interest bearing
liabilities grew to an average of $1.1 billion for the third quarter 2010 from $991.2 million for
the third quarter 2009. These trends reflect the continued deposit growth of Centra in all
operating markets.
Net interest margin is presented on a tax-equivalent basis to provide a comparison among all types
of interest earning assets. The tax-equivalent basis adjusts for the tax-favored status of income
from certain loans and investments. Although this is a non-GAAP measure, Centras management
believes this measure is more widely used within the financial services industry and provides
better comparability of net interest income arising from taxable and tax-exempt sources. Centra
uses this measure to monitor net interest income performance and to manage its balance sheet
composition.
Net interest margin is calculated by dividing net interest income by average interest earning
assets. This ratio serves as a performance measurement of the net interest revenue stream generated
by Centras consolidated balance sheet. The net interest margin for the nine months ended September
30, 2010 and 2009 was 3.58% and 3.83%, respectively. The net interest margin declined as a result
of an increase in the average balance of federal funds sold at a rate of 0.21% coupled with a
decline in taxable securities from 3.35% as of September 30, 2009 to 2.12% as of September 30,
2010. Centra experienced an 86 basis point decline in the yield on interest earning assets and a
68 basis point decrease in the yield on interest bearing liabilities.
The net interest margin for the quarter ended September 30, 2010 and 2009 was 3.55% and 3.83%
respectively. The net interest margin declined as a result of an increase in the average balance of
federal funds sold at a rate of 0.23% coupled with a decline in taxable securities from 3.09% for
the quarter ended September 30, 2009 compared to 1.86% as of September 30, 2010. Centra experienced
a 91 basis point decline in the yield on interest earning assets and a 71 basis point decrease in
the yield on interest bearing liabilities.
14
Table of Contents
The following tables reconcile the difference between net interest income and tax-equivalent net
interest income for the nine and three months ended September 30, 2010 and September 30, 2009.
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30 | September 30 | |||||||||||||||
(Unaudited)(Dollars in Thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net interest income, U.S. GAAP basis |
$ | 33,237 | $ | 32,051 | $ | 11,382 | $ | 10,963 | ||||||||
Tax-equivalent adjustment |
651 | 691 | 229 | 224 | ||||||||||||
Tax-equivalent net interest income |
$ | 33,888 | $ | 32,742 | $ | 11,611 | $ | 11,187 | ||||||||
Management continuously monitors the effects of net interest margin on the performance of Centra.
Loan growth, fluctuations in prime lending rates, and mix of the balance sheet will continue to
impact net interest margin in future periods. As competition for deposits and quality loans
continues, management anticipates continued pressure on the net interest margin.
15
Table of Contents
Average Balances and Interest Rates
Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, 2010 | September 30, 2009 | |||||||||||||||||||||||
Interest | Interest | |||||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
(Unaudited)(Dollars in Thousands) | Balance | Expense | Cost | Balance | Expense | Cost | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Interest bearing deposits in banks |
$ | 3,341 | $ | 1 | 0.05 | % | $ | 2,831 | $ | 1 | 0.06 | % | ||||||||||||
Federal funds sold |
125,868 | 197 | 0.21 | 2,356 | 10 | 0.59 | ||||||||||||||||||
Securities (1)(4): |
||||||||||||||||||||||||
Taxable |
105,408 | 1,669 | 2.12 | 89,078 | 2,234 | 3.35 | ||||||||||||||||||
Tax exempt |
29,912 | 1,176 | 5.25 | 33,061 | 1,299 | 5.25 | ||||||||||||||||||
Loans held for sale |
2,723 | 88 | 4.33 | 3,863 | 126 | 4.36 | ||||||||||||||||||
Loans (2)(3)(4): |
||||||||||||||||||||||||
Commercial |
746,208 | 30,748 | 5.51 | 741,332 | 31,851 | 5.74 | ||||||||||||||||||
Tax exempt |
13,141 | 628 | 6.39 | 11,032 | 603 | 7.31 | ||||||||||||||||||
Consumer |
71,017 | 3,878 | 7.30 | 83,691 | 4,588 | 7.33 | ||||||||||||||||||
Real estate |
186,767 | 8,284 | 5.93 | 193,208 | 8,834 | 6.11 | ||||||||||||||||||
Allowance for loan losses |
(18,433 | ) | | | (16,829 | ) | | | ||||||||||||||||
Net loans |
998,700 | 43,538 | 5.83 | 1,012,434 | 45,876 | 6.06 | ||||||||||||||||||
Total earning assets |
1,265,952 | 46,669 | 4.93 | 1,143,623 | 49,546 | 5.79 | ||||||||||||||||||
Cash and due from banks |
4,898 | 22,396 | ||||||||||||||||||||||
Other assets |
81,611 | 65,778 | ||||||||||||||||||||||
Total assets |
$ | 1,352,461 | $ | 1,231,797 | ||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Non-interest bearing demand |
$ | 151,631 | $ | | | $ | 135,558 | $ | | | ||||||||||||||
NOW |
193,401 | 1,056 | 0.73 | 167,677 | 1,083 | 0.86 | ||||||||||||||||||
Money market checking |
276,476 | 2,244 | 1.09 | 161,820 | 1,611 | 1.33 | ||||||||||||||||||
Savings |
45,508 | 94 | 0.28 | 40,403 | 106 | 0.35 | ||||||||||||||||||
IRAs |
47,905 | 899 | 2.51 | 46,164 | 1,161 | 3.36 | ||||||||||||||||||
CDs |
443,669 | 7,999 | 2.41 | 494,526 | 12,142 | 3.28 | ||||||||||||||||||
Short-term borrowings |
35,696 | 136 | 0.51 | 50,240 | 242 | 0.64 | ||||||||||||||||||
Long-term borrowings |
20,000 | 353 | 2.36 | 20,000 | 459 | 3.07 | ||||||||||||||||||
Total interest-bearing liabilities |
1,062,655 | 12,781 | 1.61 | 980,830 | 16,804 | 2.29 | ||||||||||||||||||
Other liabilities |
9,992 | 11,801 | ||||||||||||||||||||||
Total liabilities |
1,224,278 | 1,128,189 | ||||||||||||||||||||||
Stockholders equity |
||||||||||||||||||||||||
Preferred stock |
| 937 | ||||||||||||||||||||||
Common stock |
8,181 | 6,912 | ||||||||||||||||||||||
Paid-in capital |
116,874 | 99,059 | ||||||||||||||||||||||
Accumulated (deficit) earnings |
1,760 | (4,834 | ) | |||||||||||||||||||||
Unrealized gains |
1,368 | 1,534 | ||||||||||||||||||||||
Total stockholders equity |
128,183 | 103,608 | ||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 1,352,461 | $ | 1,231,797 | ||||||||||||||||||||
Net interest spread |
3.32 | 3.50 | ||||||||||||||||||||||
Impact of non-interest bearing funds on margin |
0.26 | 0.33 | ||||||||||||||||||||||
Net interest income margin |
$ | 33,888 | 3.58 | % | $ | 32,742 | 3.83 | % | ||||||||||||||||
(1) | Average balances of investment securities based on carrying value. |
|
(2) | Loan fees included in interest income were $794 in 2010 and $657 in 2009. |
|
(3) | Nonaccrual loans are included in the daily average loan amounts outstanding. |
|
(4) | Income is computed on a fully tax-equivalent basis assuming a tax rate of approximately 38.8% in 2010 and 40% in 2009. |
16
Table of Contents
Average Balances and Interest Rates
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
September 30, 2010 | September 30, 2009 | |||||||||||||||||||||||
Interest | Interest | |||||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
(Unaudited)(Dollars in Thousands) | Balance | Expense | Cost | Balance | Expense | Cost | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Interest bearing deposits in banks |
$ | 2,694 | $ | | 0.07 | % | $ | 5,230 | $ | | 0.00 | % | ||||||||||||
Federal funds sold |
146,558 | 85 | 0.23 | 14,516 | 6 | 0.16 | ||||||||||||||||||
Securities (1)(4): |
||||||||||||||||||||||||
Taxable |
111,491 | 522 | 1.86 | 89,773 | 700 | 3.09 | ||||||||||||||||||
Tax exempt |
29,430 | 383 | 5.16 | 33,068 | 434 | 5.20 | ||||||||||||||||||
Loans held for sale |
3,891 | 40 | 4.12 | 2,107 | 27 | 5.10 | ||||||||||||||||||
Loans (2)(3)(4): |
||||||||||||||||||||||||
Commercial |
751,184 | 10,182 | 5.38 | 751,593 | 10,729 | 5.66 | ||||||||||||||||||
Tax exempt |
18,451 | 250 | 5.38 | 8,763 | 176 | 7.96 | ||||||||||||||||||
Consumer |
68,714 | 1,257 | 7.25 | 80,375 | 1,485 | 7.33 | ||||||||||||||||||
Real estate |
184,988 | 2,730 | 5.85 | 191,795 | 2,900 | 6.00 | ||||||||||||||||||
Allowance for loan losses |
(18,084 | ) | | | (17,095 | ) | | | ||||||||||||||||
Net loans |
1,005,253 | 14,419 | 5.69 | 1,015,431 | 15,290 | 5.97 | ||||||||||||||||||
Total earning assets |
1,299,317 | 15,449 | 4.72 | 1,160,125 | 16,457 | 5.63 | ||||||||||||||||||
Cash and due from banks |
4,980 | 17,380 | ||||||||||||||||||||||
Other assets |
82,745 | 67,832 | ||||||||||||||||||||||
Total assets |
$ | 1,387,042 | $ | 1,245,337 | ||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Non-interest bearing demand |
$ | 155,820 | | | $ | 140,073 | | | ||||||||||||||||
NOW |
208,545 | 275 | 0.52 | 184,891 | 401 | 0.86 | ||||||||||||||||||
Money market checking |
301,845 | 648 | 0.85 | 173,393 | 571 | 1.31 | ||||||||||||||||||
Savings |
45,679 | 18 | 0.16 | 41,886 | 37 | 0.35 | ||||||||||||||||||
IRAs |
47,504 | 286 | 2.39 | 46,978 | 370 | 3.13 | ||||||||||||||||||
CDs |
427,638 | 2,442 | 2.27 | 484,457 | 3,704 | 3.03 | ||||||||||||||||||
Short-term borrowings |
35,393 | 42 | 0.47 | 39,547 | 58 | 0.58 | ||||||||||||||||||
Long-term borrowings |
20,000 | 127 | 2.51 | 20,000 | 129 | 2.56 | ||||||||||||||||||
Total interest bearing liabilities |
1,086,604 | 3,838 | 1.40 | 991,152 | 5,270 | 2.11 | ||||||||||||||||||
Other liabilities |
10,323 | 12,156 | ||||||||||||||||||||||
Total liabilities |
1,252,747 | 1,143,381 | ||||||||||||||||||||||
Stockholders equity |
||||||||||||||||||||||||
Preferred stock |
| | ||||||||||||||||||||||
Common stock |
8,425 | 6,970 | ||||||||||||||||||||||
Paid-in capital |
120,827 | 96,573 | ||||||||||||||||||||||
Accumulated (deficit) earnings |
3,661 | (3,167 | ) | |||||||||||||||||||||
Unrealized gains |
1,382 | 1,580 | ||||||||||||||||||||||
Total stockholders equity |
134,295 | 101,956 | ||||||||||||||||||||||
Total liabilities and stockholders equity |
$ | 1,387,042 | $ | 1,245,337 | ||||||||||||||||||||
Net interest spread |
3.32 | 3.52 | ||||||||||||||||||||||
Impact of non-interest bearing funds on margin |
0.23 | 0.31 | ||||||||||||||||||||||
Net interest income-margin |
$ | 11,611 | 3.55 | % | $ | 11,187 | 3.83 | % | ||||||||||||||||
(1) | Average balances of investment securities based on carrying value. |
|
(2) | Loan fees included in interest income were $273 in 2010 and $191 in 2009. |
|
(3) | Non-accrual loans are included in the daily average loan amounts outstanding. |
|
(4) | Income is computed on a fully tax-equivalent basis assuming a tax rate of approximately 38.8% in 2010 and 40% in 2009. |
17
Table of Contents
Allowance and Provision for Credit Losses
Management continually monitors the loan portfolio through its regional loan committees and the
Senior Loan Committee to determine the adequacy of the allowance for loan losses. This formal
analysis assists in determining the appropriate level of the allowance for loan losses and
allocation of the allowance among loan types and specific credits. The portion of the allowance
allocated among the various loan types represents managements estimate of probable losses based
upon historical loss factors. In addition, Centra considers factors such as changes in lending
policies, changes in the trend and volume of past due and adversely classified or graded loans,
changes in local and national economic conditions, and effects of changes in loan concentrations.
Specific loss estimates are derived for individual credits, where applicable, and are based upon
specific qualitative criteria, including the size of the loan and loan grades below a predetermined
level.
Centra maintains an allowance for loan losses and an allowance for lending-related commitments.
For financial reporting purposes, Centra reports its provision for credit losses as the sum of the
provision for loan losses and the provision for losses on lending-related commitments. The
allowance for loan losses was $18.3 million, $18.0 million, and $16.5 million as of September 30,
2010, December 31, 2009, and September 30, 2009, respectively, which represents an allowance to
total loans of 1.77%, 1.76% and 1.60% at the respective period ends. The allowance for loan losses
as of September 30, 2010 increased slightly by $0.3 million since December 31, 2009, which is due
to an increase in delinquent and non-performing assets as well as managements assessment of the
adequacy of the allowance. The increase in the allowance for loan losses at September 30, 2010
compared to September 30, 2009 was primarily due to deterioration of general economic conditions
and the increase in delinquent and non-performing assets from the previous year.
Activity in the allowance for loan losses follows:
September 30 | December 31 | September 30 | ||||||||||
(Dollars in Thousands) | 2010 | 2009 | 2009 | |||||||||
Allowance for loan losses |
||||||||||||
Balance, beginning of period |
$ | 18,010 | $ | 16,367 | $ | 16,367 | ||||||
Loan charge-offs |
(2,849 | ) | 4,413 | (2,646 | ) | |||||||
Loan recoveries |
283 | 370 | 309 | |||||||||
Net charge-offs |
(2,566 | ) | 4,043 | (2,337 | ) | |||||||
Provision for loan losses |
2,862 | 5,686 | 2,452 | |||||||||
Balance, end of period |
$ | 18,306 | $ | 18,010 | $ | 16,482 | ||||||
Non-performing assets consist of non-accrual loans, renegotiated loans and other real estate owned.
As of September 30, 2010, total non-performing assets reached $28.8 million compared to $9.5
million as of December 31, 2009. The increase is a result of further deteriorating economic
conditions in our markets. As of September 30, 2010, other real estate owned was $2.8 million
compared to $2.3 million as of December 31, 2009.
Total non-performing assets and accruing loans past due 90 days are summarized as follows:
September 30 | December 31 | September 30 | ||||||||||
(Dollars in Thousands) | 2010 | 2009 | 2009 | |||||||||
Nonaccrual loans: |
||||||||||||
Commercial |
$ | 22,352 | $ | 4,897 | $ | 5,730 | ||||||
Real Estate |
1,397 | 1,848 | 2,292 | |||||||||
Consumer |
1,310 | 452 | 478 | |||||||||
Total non-accrual loans |
25,059 | 7,197 | 8,500 | |||||||||
Renegotiated loans |
990 | | | |||||||||
Other real estate, net |
2,797 | 2,261 | 1,970 | |||||||||
Total non-performing assets |
$ | 28,846 | $ | 9,458 | $ | 10,470 | ||||||
Accruing loans past due 30 days or more |
$ | 4,986 | $ | 6,539 | $ | 4,803 | ||||||
Non-performing loans as a % of total loans |
2.43 | % | 0.92 | % | 1.27 | % | ||||||
Allowance for loan losses as a % of non-performing loans |
73.00 | % | 173.00 | % | 125.00 | % | ||||||
Allowance for loan losses as a % of total loans |
1.77 | % | 1.76 | % | 1.60 | % |
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Table of Contents
Loans are placed on nonaccrual automatically when they become 90-days delinquent or earlier if
designated by management that due to certain facts and circumstances the collectability of total
contractual principal and interest is in doubt. Collection and/or foreclosure procedures have been
initiated on these loans and minimal losses are anticipated. Centra did not have any loans over 90
days past due and still accruing as of September 30, 2010 and December 31, 2009.
Total non-performing loans are loans that are in non-accrual status and as of September 30, 2010
reached $25.1 million compared to $7.2 million as of December 31, 2009, or an increase of $17.9
million since year end. This increase is the result of a few large relationships that either
became more than 90 days past due or were moved to non-accrual status after management determined
that the borrower may not be able to satisfy their contractual obligations. Centra believes that
the allowance adequately covers inherent losses.
As of September 30, 2010, total impaired commercial loans reached $29.4 million, which include
commercial non-accrual loans of $22.4 million and three loans totaling $7.0 million that were
deemed impaired due to managements expectation that the borrowers would not be able to satisfy the
contractual obligations due to a decline in the collateral values. Of the total impaired loans,
$28.7 million required specific reserves due to shortfalls in collateral value. Centra reserved
$5.0 million for impaired loans as of September 30, 2010. As of December 31, 2009, total impaired
commercial loans were $9.6 million, which include commercial non-accrual loans of $4.9 million and
one loan for $4.7 million that was deemed impaired due to managements expectation that the
borrower would not be able to satisfy the contractual obligation due to a decline in the collateral
value. Of the total impaired loans, $7.7 million required a specific reserve as of December 31,
2009. Centra reserved $2.5 million for impaired loans as of December 31, 2009.
In addition, troubled debt restructurings (TDRs) are included in impaired loans. During the
first nine months of 2010, Centra renegotiated terms on five loans with outstanding balances of
$1.0 million due to the financial difficulties of the borrower as management believes that the new
terms serve the best interests of the bank. Centra did not have any renegotiated loans as of
December 31, 2009.
Accruing loans past due 30 days or more have decreased by $1.5 million since December 31, 2009 to
$5.0 million as of September 30, 2010. Only 0.48% and 0.64% of Centras total loan portfolio were
past due 30 days or more as of September 30, 2010 and December 31, 2009, respectively. Commercial
loans past due 30 days or more make up 40.9% or $2.0 million of the total loan delinquencies.
Consumer loans past due 30 days or more make up 29.1% or $1.5 million of the total loan
delinquencies. Real estate loans past due 30 days or more make up 30.0% or $1.5 million of the
total loan delinquencies.
In determining the adequacy of allowance for loan losses, Centra segregates the loan portfolio by
loan type: commercial, consumer and real estate loans. The following table reflects the allocation
of the allowance for loan losses as of September 30, 2010, December 31, 2009 and September 30,
2009.
September 30, | December 31, | September 30, | ||||||||||
(Dollars in Thousands) | 2010 | 2009 | 2009 | |||||||||
Allocation of the allowance for loan losses: |
||||||||||||
Commercial |
$ | 12,353 | $ | 11,654 | $ | 10,481 | ||||||
Consumer |
2,347 | 2,282 | 2,205 | |||||||||
Real Estate |
3,606 | 4,074 | 3,796 | |||||||||
Total |
$ | 18,306 | $ | 18,010 | $ | 16,482 | ||||||
The increase in the allowance for commercial loan losses at September 30, 2010 from the previous
periods is most notably due to a rise in specific reserves and the inherent risk within the
portfolio. The $12.4 million allowance for commercial loan losses as of September 30, 2010 includes
$5.0 million allocated for specific reserves on impaired loans. The allowance for commercial loan
losses of $11.7 million as of December 31, 2009 includes $2.5 million allocated for specific
reserves on impaired loans. A specific reserve of $2.6 million was allocated for impaired loans as
of September 30, 2009 and was included in the allowance for commercial loan losses of $10.5
million. The specific reserve for impaired loans has increased from the prior year due to a rise
in impaired loans during the same period.
Additionally, the historical loss experience has increased slightly from prior periods as Centra
has experienced a higher level of losses since September 30, 2009. For the nine months ended
September 30, 2010, total charge-offs reached $2.8 million compared to $2.6 million from the
previous year. Centras net charge-offs as a percent of average loans were 0.34% through the first
nine months of 2010 while according to the FDICs Second Quarter 2010 Quarterly Banking Profile,
banks $1-10 billion in asset size experienced net charge-offs as a percent of average loans of
1.89%.
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Table of Contents
The allowance for consumer loan losses has increased at September 30, 2010 from the prior periods
which is due to a rise in delinquent and non-accrual loans. The allowance for real estate loan
losses has also decreased at September 30, 2010 from the prior periods in reflection of the decline
in the outstanding loan balances, which were $184.5 million as of September 30, 2010, $189.8
million as of December 31, 2009 and $191.6 million as of September 30, 2009.
Management records the provision for loan losses as a result of its analysis of the adequacy of the
allowance for loan losses and the overall assessment of inherent credit risk. The provision for
loan losses for the quarters ended September 30, 2010 and 2009 was $2.9 million and $2.5 million,
respectively. The provision for loan losses has increased during the first nine months of 2010 due
to a rise in impaired loans, which required a larger specific reserve, and higher loss experience
compared to the first nine months of 2009.
Centra records an Allowance for Credit Losses related to unused off balance sheet commitments
within the other liabilities portion of the balance sheet. Activity in this allowance account is as
follows:
September 30 | December 31 | September | ||||||||||
(Dollars in Thousands) | 2010 | 2009 | 2009 | |||||||||
Balance, beginning of period |
$ | 1,460 | $ | 1,477 | $ | 1,477 | ||||||
(Recovery of) provision for loss |
(273 | ) | (17 | ) | 54 | |||||||
Balance, end of period |
$ | 1,187 | $ | 1,460 | $ | 1,531 | ||||||
Noninterest Income
Fees related to real estate loans sold in the secondary market, service charges on deposit
accounts, and electronic banking revenue generate the core of Centras noninterest income.
Noninterest income totaled $6.6 million and $5.8 million in the first nine months of 2010 and 2009.
This increase is mainly driven by the other-than-temporary impairment loss recognized during the
first quarter 2009 and a decline in secondary market income. Noninterest income totaled $2.4
million and $2.0 million in the third quarter of 2010 and 2009, respectively.
Service charges on deposit accounts increased to $3.0 million in the first nine months of 2010 from
$2.7 million in the first nine months of 2009. Service charges on deposit accounts increased to
$1.1 million in the third quarter of 2010 from $952,000 in the third quarter of 2009. This growth
was the direct result of the corresponding increase in deposit accounts. Similarly, other service
charges and fees grew to $2.1 million in the first nine months of 2010 compared to $1.9 million in
the first nine months of 2009. Other service charges and fees increased to $735,000 in the third
quarter of 2010 from $644,000 in the third quarter of 2009. This increase resulted from the
combination of growth of accounts and occurrence of transactions in the deposit portfolio of
Centra.
Centra originates long-term, fixed-rate and adjustable-rate mortgage loans and sells them in the
secondary market, servicing released. Centras mortgage banking income includes the recognition of
fees received from the borrower and the investor upon the sale of the loan. Centra recognized
$583,000 from such fees in the first nine months of 2010 compared to $1.1 million in the first nine
months of 2009. Centra recognized $195,000 from such fees in the third quarter of 2010
compared to $281,000 thousand in the third quarter of 2009. The decrease in the 2010 amounts is
the result of a decline in secondary market loan origination volume compared to 2009 coupled with a
change in who Centra sells loans to on the secondary market.
Other income increased to $850,000 in the first nine months of 2010 from $540,000 in the first nine
months of 2009. Other income increased to $312,000 for the third quarter 2010 compared to $153,000
for the third quarter 2009. Other income increased as a result of growth within our investment
services area.
Noninterest Expense
For the first nine months of 2010, noninterest expense totaled $26.8 million compared to $24.6 in
the first nine months of 2009. Centras efficiency ratio was 65.91% for the first nine months of
2010 compared to 62.18% for the first nine months of 2009. This ratio measures the efficiency of
noninterest expenses incurred, less amortization of intangibles, in relationship to net interest
income plus noninterest income. The efficiency ratio increased from the prior year due to
additional overhead expenditures incurred in predominately in the first quarter of 2010 as compared
to 2009.
For the third quarter of 2010, noninterest expense totaled $8.9 million compared to $8.4 million in
the third quarter of 2009. Centras efficiency ratio was 63.17% for the third quarter of 2010
compared to 63.39% for the third quarter of 2009.
20
Table of Contents
Salaries and benefits totaled $13.5 million for the nine months ended September 30, 2010 compared
to $11.5 million for the nine months ended September 30, 2009. Salaries and benefits totaled $4.4
million for the quarter ended September 30, 2010, compared to $4.0 million for the quarter ended
September 30, 2009. Centra had 240 full-time equivalent personnel as of September 30,
2010, compared to 232 full-time equivalent personnel as of September 30, 2009. In addition to the
increase in personnel, Centra incurred higher stock compensation expense related to options granted
during the first and second quarters 2010. Management will continue to strive to find new ways of
increasing efficiencies and leveraging its resources, while effectively optimizing customer
service.
For the nine months ended September 30, 2010 and 2009, occupancy expense totaled $2.4 million and
$2.0 million, respectively. The increase in occupancy expense is primarily the net
result of branch renovations at several offices throughout our delivery channels. For the quarters
ended September 30, 2010 and 2009, occupancy expense totaled $743,000 and $745,000, respectively.
Equipment expense totaled $1.6 million in the first nine months of 2010 compared to $1.7 million
for the first nine months of 2009. Included in equipment expense is depreciation of furniture,
fixtures and equipment of $1.1 million for the nine months ended September 30, 2010 and 2009.
Equipment expense totaled $542,000 in the third quarter of 2010 compared to $578,000 for the third
quarter of 2009. Included in equipment expense is depreciation of furniture, fixtures, and
equipment of $352,000 for the quarter ended September 30, 2010, and $374,000 for the quarter ended
September 30, 2009.
Advertising costs totaled $1.2 million in the first nine months of 2010 compared to $1.1 million in
the first nine months of 2009. Advertising costs totaled $346,000 in the third quarter of 2010
compared to $431,000 in the third quarter of 2009. Centra has increased its marketing in
Hagerstown, Maryland and Fayette County, Pennsylvania due to the unprecedented opportunities in
those markets. Centra believes the current marketing approach will continue to result in increased
market awareness of Centras name and customer service philosophy.
Professional fees total $741,000 in the first nine months of 2010 compared to $669,000 in the first
nine months of 2009. Professional fees totaled $258,000 in the third quarter of 2010 compared to
$188,000 in the third quarter of 2009. This expense includes legal, accounting and consulting fees
paid related to Centras operations.
Data processing costs totaled $1.9 million in the first nine months of 2010 and 2009, respectively.
Data processing costs totaled $620,000 in the third quarter of 2010 compared to $617,000 in the
third quarter of 2009. Data processing costs have remained consistent with prior periods despite
the overall increase in the number of accounts largely due to our efforts in renegotiating our core
vendor contract in the fourth quarter of 2009.
Other outside services total $682,000 in the first nine months of 2010 compared to $761,000 in the
first nine months of 2009. Other outside services totaled $199,000 in the third quarter of 2010
compared to $246,000 in the third quarter of 2009. This decrease is primarily due to a decline in
correspondent bank fees, ATM Network fees, and courier services.
Regulatory assessment expense totaled $1.3 million in the first nine months of 2010 compared to
$1.5 million in the first nine months 2009. Regulatory assessment expense totaled $440,000 in the
third quarter of 2010 compared to $389,000 in the third quarter of 2009. Regulatory assessment
expense was higher in 2009 than 2010 because the FDIC applied a special one time assessment to
all member banks in the third quarter of 2009 in order to recapitalize the regulatory insurance
funds. This fee is in addition to the normal regulatory assessment required by the FDIC.
Other operating expense totaled $3.5 million and $3.4 million in the first nine months of 2010 and
2009, respectively. Centra experienced a marginal increase in other operating expenses and most
related expense categories remained fairly consistent with the prior period. Other operating
expense totaled $1.3 million in the third quarter of 2010 compared to $1.2 million in the third
quarter of 2009.
Income Tax Expense
Centra incurred income tax expense of $3.4 million in the first nine months of 2010 compared to
$3.7 million for the first nine months of 2009. Centras income tax expense has decreased over the
prior year due to a decline in net income before tax. The effective tax rate for the first nine
months of 2010 was 32.73% compared to 34.37% for the first nine months of 2009. Centra incurred
income tax expense of $1.3 million in the third quarter of 2010 compared to $1.2 million in the
third quarter 2009. The effective tax rate for the third quarter of 2010 and 2009 was 32.72% and
36.22%, respectively.
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Return on Average Assets and Average Equity
Returns on average assets (ROA) and average equity (ROE) were 0.69% and 7.30% for the first nine
months of 2010 compared to 0.77% and 9.14% for the first nine months of 2009. ROA and ROE were
0.74% and 7.65% for the third quarter of 2010 compared to 0.69% and 8.38% for the third quarter of
2009. These measures have been impacted by Centras asset and equity growth, which is most notably
due to a stock offering completed during the first quarter of 2010.
Centra is considered well capitalized under regulatory and industry standards of Risk Based
Capital. As of September 30, 2010, Centras Risk Based Capital was 14.84% which exceeds the 10.0%
requirement to be considered a Well Capitalized Bank. Risk Based Capital has increased from 11.97%
as of September 30, 2009 due to the new capital issued as a result of the stock offering in 2010.
Tier 1 Risk Based Capital was 13.58% as of September 30, 2010 compared to 10.71% as of September
30, 2009, both which exceed the 6.0% requirement to be considered a Well Capitalized Bank.
Financial Condition
Overview of the Consolidated Balance Sheet
Total assets at September 30, 2010, were $1.4 billion or an increase of $118.2 million since
December 31, 2009. Cash and cash equivalents have increased due to deposit growth and the stock
offering completed during the first quarter. Deposits totaled $1.2 billion at September 30, 2010,
or an increase of $93.5 million since December 31, 2009. Short-term borrowings totaled $36.0
million at September 30, 2010, and have decreased $4.8 million since December 31, 2009.
Stockholders equity was $133.9 million at September 30, 2010, or an increase of approximately
$28.7 million from December 31, 2009. Equity increased primarily due to the stock offering
completed during the first quarter, net income recognized for the first nine months of 2010 and as
a result of the equity received from the exercise of stock options and stock sold through the
dividend reinvestment plan.
Cash and Cash Equivalents
Cash and cash equivalents totaled $185.8 million as of September 30, 2010, compared to $74.6
million as of December 31, 2009, or an increase of $111.3 million. Centras liquidity position
improved due to deposit growth as well as the net cash of $20.6 million raised through the stock
offering.
Total cash and cash equivalents fluctuate on a daily basis due to transactions in process and other
liquidity and performance demands. Management believes the liquidity needs of Centra are satisfied
by the current balance of cash and cash equivalents, readily available access to traditional and
non-traditional funding sources, and the portions of the investment and loan portfolios that mature
within one year. These sources of funds should enable Centra to meet cash obligations as they come
due.
Investment Securities
Investment securities totaled $125.9 million as of September 30, 2010, and $131.5 million as of
December 31, 2009. Government-sponsored agency securities comprise the majority of the portfolio.
Centra also holds state and municipal securities, corporate issued debt securities and corporate
stock. Centras investment philosophy has remained consistent and conservative as we do not hold
any single issue or pooled trust preferred securities, perpetual preferred equity securities or any
securities collateralized by sub-prime loans.
All of Centras investment securities are classified as available-for-sale. Management believes the
available-for-sale classification provides flexibility for Centra in terms of growing the bank as
well as interest rate risk management. At September 30, 2010, the amortized cost of Centras
investment securities totaled $123.8 million, resulting in unrealized appreciation in the
investment portfolio of $2.1 million and a corresponding increase in Centras equity of $1.3
million, net of deferred income taxes.
As of September 30, 2010, Centra evaluated all investment securities with unrealized losses for
impairment. Centra did not recognize any other-than-temporary impairment losses on the investment
portfolio during the nine months of 2010.
Management monitors the earnings performance and liquidity of the investment portfolio on a regular
basis through Asset/Liability Committee meetings. The group also monitors net interest income, sets
pricing guidelines, and manages interest rate risk for Centra. Through active balance sheet
management and analysis of the investment securities portfolio, Centra
maintains sufficient liquidity to satisfy depositor requirements and the various credit needs of
its customers. Management believes the risk characteristics inherent in the investment portfolio
are acceptable based on these parameters.
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Loans
Centras lending is primarily focused in the North Central and Eastern Panhandle regions of West
Virginia, Southwestern Pennsylvania and Washington County, Maryland. Areas of focus consist
primarily of commercial lending, retail lending, which include single-family residential mortgages,
and consumer lending.
The following table details total loans outstanding as of:
September 30 | December 31 | |||||||
(Dollars in Thousands) | 2010 | 2009 | ||||||
Commercial |
$ | 162,349 | $ | 140,299 | ||||
Real estate, commercial |
616,597 | 617,602 | ||||||
Real estate, residential mortgage |
184,474 | 189,814 | ||||||
Consumer |
68,296 | 75,137 | ||||||
Total loans |
$ | 1,031,716 | $ | 1,022,852 | ||||
Commercial real estate loans constitute the largest component of the lending portfolio, which is
consistent with the nature of our market.
Loan Concentration
With the significant commercial loan balances, Centra has concentrations of its loan portfolio in
the building, developing, and general contracting industry, retail, leasing of real estate, and the
hotel/motel areas. These concentrations, while within the same industry segment, are not
concentrated with a single borrower or market. This dissemination of borrowers helps mitigate the
concentrations previously noted. Management continually monitors these concentrations.
The following table provides information regarding the largest concentrations of commercial loans
within the loan portfolio as of September 30, 2010:
Outstanding | Loan | Total | ||||||||||||||
(Dollars in Thousands) | Balances | Commitments | Exposure | % of Total | ||||||||||||
Land sub-division and land development |
$ | 90,840 | $ | 31,064 | $ | 121,904 | 13.28 | % | ||||||||
Residential building construction |
42,155 | 10,053 | 52,208 | 5.69 | % | |||||||||||
Nonresidential building construction |
9,927 | 6,570 | 16,497 | 1.80 | % | |||||||||||
Rental properties residential buildings |
118,585 | 4,984 | 123,569 | 13.46 | % | |||||||||||
Rental properties nonresidential buildings |
117,433 | 18,364 | 135,797 | 14.79 | % | |||||||||||
Rental properties other real estate |
28,761 | 1,837 | 30,598 | 3.33 | % | |||||||||||
Lodging and lodging related |
45,010 | 2,229 | 47,239 | 5.14 | % | |||||||||||
Retail |
53,187 | 26,190 | 79,377 | 8.65 | % | |||||||||||
Other |
273,048 | 37,758 | 310,806 | 33.86 | % | |||||||||||
Total commercial and commercial real estate loans |
$ | 778,946 | $ | 139,049 | $ | 917,995 | 100.00 | % | ||||||||
Funding Sources
Centra considers a number of alternatives, including but not limited to deposits, brokered
deposits, short-term borrowings, and long-term borrowings when evaluating funding sources.
Traditional deposits continue to be the most significant source of funds for Centra, reaching $1.2
billion at September 30, 2010.
Non-interest bearing deposits remain a core funding source for Centra. At September 30, 2010,
non-interest bearing deposits totaled $158.4 million compared to $155.7 million at December 31,
2009. Management intends to continue to focus on
maintaining its base of low-cost funding sources, through product offerings that benefit customers
who increase their relationship with Centra by using multiple products and services.
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Interest bearing deposits totaled $1.0 billion at September 30, 2010, compared to $958.7 million at
December 31, 2009. Average interest bearing liabilities totaled $1.1 billion during the first nine
months of 2010 compared to $980.8 million for the first nine months of 2009. Average interest
bearing liabilities totaled $1.1 billion during the third quarter of 2010 compared to $991.2
million for the third quarter of 2009. Average non-interest bearing demand deposits totaled $151.6
million for the first nine months of 2010 compared to $135.6 million for the first nine months of
2009. Average non-interest bearing demand deposits totaled $155.8 million for the third quarter of
2010 compared to $140.1 million for the third quarter of 2009. Centra has enjoyed strong deposit
growth across all of its markets while lowering its cost of funds.
Along with traditional deposits, Centra has access to both short-term and long-term borrowings to
fund its operations and investments. Centras short-term borrowings consist of corporate deposits
held in overnight repurchase agreements and federal funds purchased. At September 30, 2010,
short-term borrowings totaled $36.0 million compared to $40.8 million at December 31, 2009.
Centra formed two statutory business trusts in prior years for the purpose of issuing trust
preferred capital securities with the proceeds invested in junior subordinated debt securities of
Centra. In June 2006 and September 2004, Centra completed the private placement of two $10,000,000
Floating Rate, Trust Preferred Securities through its Centra Financial Statutory Trust II and
Centra Financial Statutory Trust I subsidiaries. As of September 30, 2010, the 2006 and 2004
securities are at an interest cost of 1.65% and 2.29%, respectively, over the three-month LIBOR
rate, reset quarterly. Interest payments are due quarterly.
Capital/Stockholders Equity
On September 16, 2010, the Board of Directors of Centra Financial Holdings, Inc., parent company of
Centra Bank, Inc., declared the payment of the companys eleventh cash dividend on Centra common
stock. The Board approved a $0.075 per share cash dividend to shareholders of record on September
17, 2010 that was paid on October 1, 2010.
During the first quarter of 2010, Centra offered up to 1.2 million shares of its common stock for
sale at a price of $20 per share and raised net capital of $20.6 million. Centra will use the
proceeds of the offering to provide necessary capital to support the overall growth of the
organization.
At September 30, 2010, accumulated other comprehensive income totaled $1.3 million compared to $1.5
million at December 31, 2009. All the investment securities in Centras portfolio are classified
as available-for-sale, both the investment and equity sections of Centras balance sheet are more
sensitive to the changing market values of investments.
The primary source of funds for dividends to be paid by Centra Financial Holdings, Inc. is
dividends received from its subsidiary bank, Centra Bank. Dividends paid by the subsidiary bank are
subject to restrictions by banking regulations. The most restrictive provision requires regulatory
approval if dividends declared in any year exceed that years retained net profits, as defined,
plus the retained net profits, as defined, of the two preceding years. At September 30, 2010,
Centra Bank has $31.1 million available for dividends.
Centra has also complied with the standards of capital adequacy mandated by the banking industry.
Bank regulators have established Risk-Based capital requirements designed to measure capital
adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in
their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest risk
assets) is assigned to each asset on the balance sheet. Detailed information concerning Centras
Risk Based Capital ratios can be found in Note 12 of the Notes to the Consolidated Financial
Statements of Centras 2009 Form 10-K. At September 30, 2010, Centra and its banking subsidiarys
Risk Based Capital ratios exceeded the minimum standards for a Well Capitalized financial
institution.
Centra and its banking subsidiary are subject to various regulatory capital requirements
administered by the federal banking agencies. Under the capital adequacy guidelines and the
regulatory framework for prompt corrective action, Centra must meet specific capital guidelines
that involve quantitative measures of their assets, liabilities and certain off-balance sheet items
as calculated under regulatory accounting practices. Centra and its banking subsidiarys capital
amounts and classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
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Commitments
In the normal course of business, Centra is party to financial instruments with off-balance sheet
risk necessary to meet the financing needs of customers and to manage its own exposure to
fluctuations in interest rates. These financial instruments include commitments to extend credit.
The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of
the amount recognized in the balance sheets. The contract or notional amounts of these instruments
express the extent of involvement Centra has in these financial instruments.
Loan commitments are made to accommodate the financial needs of Centras customers. Standby letters
of credit commit Centra to make payments on behalf of customers when certain specified future
events occur. Centra had standby letters of credit of $33.1 million and $32.8 million at September
30, 2010 and December 31, 2009, respectively. Centras exposure to credit loss in the event of
nonperformance by the counter-party to the financial instrument for loan commitments and standby
letters of credit is represented by the contractual amount of those instruments. Centra uses the
same underwriting standards in making commitments and conditional obligations as it does for
on-balance sheet instruments. The amount of collateral obtained is based on managements credit
evaluation of the customer. Collateral held varies, but may include accounts receivable, inventory,
property, plant and equipment, and income-producing commercial properties. The total amount of loan
commitments outstanding at September 30, 2010 and December 31, 2009, was $141.9 million and $135.2
million, respectively. The total amount of unfunded commitments under lines of credit outstanding
at September 30, 2010 and December 31, 2009, was $45.4 million and $45.9 million, respectively. At
September 30, 2010 and December 31, 2009, Centra has recorded $1.2 million for probable losses
related to these commitments in other liabilities in the financial statements.
Centra originates long-term, fixed and adjustable rate mortgage loans and sells them on the
secondary market, servicing released. At September 30, 2010 and 2009, Centra had $32.8 million and
$6.6 million, respectively, of commitments to borrowers to originate loans to be sold on the
secondary market. The fair value of the derivatives related to these commitments is not material to
the financial statements.
Market Risk Management
The most significant market risk resulting from Centra Banks normal course of business, extending
loans and accepting deposits, is interest rate risk. Interest rate risk is the potential for
economic loss due to future interest rate changes that can impact both the earnings stream as well
as market values of financial assets and liabilities. Centras management has charged the
Asset/Liability Committee (ALCO) with the overall management of Centra and its subsidiary banks
balance sheet related to the management of interest rate risk. The ALCO strives to keep Centra Bank
focused on the future, anticipating and exploring alternatives, rather than simply reacting to
change after the fact.
To this end, the ALCO has established an interest risk management policy that sets the minimum
requirements and guidelines for monitoring and controlling the level and amount of interest rate
risk. The objective of the interest rate risk policy is to encourage management to adhere to sound
fundamentals of banking while allowing sufficient flexibility to exercise the creativity and
innovations necessary to meet the challenges of changing markets. The ultimate goal of these
policies is to optimize net interest income within the constraints of prudent capital adequacy,
liquidity, and safety.
The ALCO relies on various methods of assessing interest rate risk including simulating net
interest income, monitoring the sensitivity of the net present market value of equity or economic
value of equity, and monitoring the difference or gap between maturing or rate-sensitive assets and
liabilities over various time periods. The ALCO places emphasis on simulation modeling as the most
beneficial measurement of interest rate risk due to its dynamic measure. By employing a simulation
process that measures the impact of potential changes in interest rates and balance sheet
structures and by establishing limits on changes in net income and net market value, the ALCO is
better able to evaluate the possible risks associated with alternative strategies.
The simulation process starts with a base case simulation that represents projections of current
balance sheet growth trends. Base case simulation results are prepared under a flat interest rate
forecast and at least two alternative interest rate forecasts, one rising and one declining,
assuming parallel yield curve shifts. Comparisons showing the earnings variance from the flat rate
forecast illustrate the risks associated with the current balance sheet strategy. When necessary,
additional balance sheet strategies are developed and simulations prepared. These additional
simulations are run with the same interest rate forecasts used with the base case simulation and/or
using non-parallel yield curve shifts. The additional strategies are used to measure yield curve
risk, prepayment risk, basis risk, and index lag risk inherent in the balance sheet. Comparisons
showing the earnings and equity value variance from the base case provide the ALCO with information
concerning the risks associated with implementing the alternative strategies. The results from
model simulations are reviewed for indications of whether current interest rate risk strategies are
accomplishing the intended goal and, if not, alternative strategies are suggested. The policy calls
for periodic review by the ALCO of assumptions used in the modeling.
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ALCO believes that it is beneficial to monitor interest rate risk for both the short and long-term.
Therefore, to effectively evaluate results from model simulations, limits on changes in net
interest income and the value of the balance sheet are established. ALCO has determined that the
earnings at risk of Centra shall not change more than 7.5% from base case for each 1% shift in
interest rates. Centra is in compliance with this policy as of September 30, 2010, in all rate
change scenarios shown below.
The following table is provided to show the earnings at risk and value at risk positions of Centra
as of September 30, 2010.
(Dollars in Thousands)
Estimated Increase | ||||||||
(Decrease) in Net | ||||||||
Immediate Interest Rate Change (in Basis Points) | Interest Income | |||||||
300 |
$ | (3,040 | ) | (6.48 | %) | |||
200 |
(2,243 | ) | (4.78 | %) | ||||
100 |
(1,186 | ) | (2.53 | %) | ||||
-100 |
(930 | ) | (1.98 | %) |
Item 3. Quantitative and Qualitative Disclosure of Market Risk
The information called for by this item is provided under the caption Market Risk Management
under Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, Centra, under the
supervision and with the participation of management, including the chief executive officer and
chief financial officer, carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-14. Based upon that
evaluation, the chief executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material information relating to
the company which is required to be included in our periodic SEC filings. There has been no change
in Centras internal control over financial reporting during the quarter ended September 30, 2010,
that has materially affected, or is reasonably likely to materially affect Centras internal
control over financial reporting.
Part II. Other Information
In accordance with the instructions to Part II, the other specified items in this part have been
omitted because they are not applicable or the information has been previously reported.
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Centra had no material changes from the risk factors identified in the December 31, 2009, filing on
Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Centra does not currently have a stock repurchase program.
Item 3. Defaults Upon Senior Securities
None
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Item 4. (Removed and Reserved)
None.
Item 5. Other Information
None.
Item 6. Exhibits
(a) The following exhibits are filed herewith.
Exhibit 31.1
|
Certificate of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 31.2
|
Certificate of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.1
|
Certificate of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
Exhibit 32.2
|
Certificate of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 8, 2010 | CENTRA FINANCIAL HOLDINGS, INC. |
|||
By: | /s/ Douglas J. Leech | |||
Douglas J. Leech | ||||
President and Chief Executive Officer | ||||
By: | /s/ Darren K. Williams | |||
Darren K. Williams | ||||
Chief Financial Officer | ||||
28