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EX-31.1 - EX-31.1 - CENTRA FINANCIAL HOLDINGS INC | c17044exv31w1.htm |
EX-32.2 - EX-32.2 - CENTRA FINANCIAL HOLDINGS INC | c17044exv32w2.htm |
EX-32.1 - EX-32.1 - CENTRA FINANCIAL HOLDINGS INC | c17044exv32w1.htm |
EX-31.2 - EX-31.2 - CENTRA FINANCIAL HOLDINGS INC | c17044exv31w2.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 MARCH 31, 2011
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 (State or other jurisdiction of incorporation or organization) |
55-0770610 (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 | 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 April 30, 2011, the number of shares outstanding of the registrants only class of common
stock was 8,515,368.
Centra Financial Holdings, Inc.
Table of Contents
Table of Contents
Part I. Financial Information
Item 1. | Financial Statements |
Centra Financial Holdings, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31 | December 31 | |||||||
2011 | 2010 | |||||||
(Dollars in Thousands, Except Per Share Data) | (Unaudited) | (Note B) | ||||||
Assets |
||||||||
Cash and due from banks |
$ | 5,357 | $ | 4,815 | ||||
Interest-bearing deposits in other banks |
2,734 | 2,627 | ||||||
Federal funds sold |
96,737 | 116,189 | ||||||
Total cash and cash equivalents |
104,828 | 123,631 | ||||||
Available-for-sale securities, at fair value (amortized cost of
$117,772 at March 31, 2011 and $128,493 at December 31, 2010) |
119,203 | 129,957 | ||||||
Other investment securities, at cost |
3,802 | 3,983 | ||||||
Loans, net of unearned income |
1,053,086 | 1,051,857 | ||||||
Allowance for loan losses |
(18,687 | ) | (18,586 | ) | ||||
Net loans |
1,034,399 | 1,033,271 | ||||||
Premises and equipment, net |
20,663 | 20,727 | ||||||
Loans held for sale |
3,212 | 7,411 | ||||||
Goodwill and other intangible assets |
14,631 | 14,816 | ||||||
Bank owned life insurance |
19,420 | 19,248 | ||||||
Other assets |
21,569 | 21,052 | ||||||
Total assets |
$ | 1,341,727 | $ | 1,374,096 | ||||
Liabilities |
||||||||
Deposits |
||||||||
Non-interest bearing |
$ | 172,768 | $ | 160,092 | ||||
Interest bearing |
963,934 | 1,007,622 | ||||||
Total deposits |
1,136,702 | 1,167,714 | ||||||
Short-term borrowings |
32,468 | 37,622 | ||||||
Long-term debt |
20,000 | 20,000 | ||||||
Other liabilities |
13,917 | 12,912 | ||||||
Total liabilities |
1,203,087 | 1,238,248 | ||||||
Stockholders equity |
||||||||
Preferred stock, $1 par value, 1,000,000 authorized, none issued |
| | ||||||
Common stock, $1 par value, 50,000,000 authorized, 8,500,571
and 8,451,444 issued and outstanding on March 31, 2011 and
December 31, 2010, respectively |
8,501 | 8,451 | ||||||
Additional paid-in capital |
121,989 | 121,427 | ||||||
Accumulated earnings |
7,274 | 5,074 | ||||||
Accumulated other comprehensive income |
876 | 896 | ||||||
Total stockholders equity |
138,640 | 135,848 | ||||||
Total liabilities and stockholders equity |
$ | 1,341,727 | $ | 1,374,096 | ||||
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
Three Months Ended | ||||||||
March 31 | ||||||||
(Unaudited) (Dollars in Thousands Except Per Share Data) | 2011 | 2010 | ||||||
Interest income |
||||||||
Loans, including fees |
$ | 13,967 | $ | 14,552 | ||||
Loans held for sale |
45 | 20 | ||||||
Securities available-for-sale |
567 | 831 | ||||||
Interest-bearing bank balances |
| 1 | ||||||
Federal funds sold |
55 | 39 | ||||||
Total interest income |
14,634 | 15,443 | ||||||
Interest expense |
||||||||
Deposits |
2,767 | 4,410 | ||||||
Short-term borrowings |
26 | 44 | ||||||
Long-term debt |
114 | 111 | ||||||
Total interest expense |
2,907 | 4,565 | ||||||
Net interest income |
11,727 | 10,878 | ||||||
Provision for credit losses |
1,015 | 755 | ||||||
Net interest income after provision for credit losses |
10,712 | 10,123 | ||||||
Other income |
||||||||
Service charges on deposit accounts |
880 | 855 | ||||||
Other service charges and fees |
768 | 666 | ||||||
Secondary market income |
235 | 184 | ||||||
Other |
344 | 223 | ||||||
Total other income |
2,227 | 1,928 | ||||||
Other expense |
||||||||
Salary and employee benefits |
4,359 | 4,586 | ||||||
Occupancy expense |
813 | 863 | ||||||
Equipment expense |
490 | 543 | ||||||
Advertising |
239 | 384 | ||||||
Professional fees |
334 | 246 | ||||||
Data processing |
666 | 648 | ||||||
Other outside services |
209 | 213 | ||||||
Regulatory assessment |
455 | 398 | ||||||
Other |
1,031 | 1,115 | ||||||
Total other expense |
8,596 | 8,996 | ||||||
Net income before income tax |
4,343 | 3,055 | ||||||
Income tax expense |
1,506 | 1,003 | ||||||
Net income |
2,837 | 2,052 | ||||||
Basic earnings per share |
$ | 0.33 | $ | 0.27 | ||||
Diluted earnings per share |
$ | 0.32 | $ | 0.25 | ||||
Basic weighted-average shares outstanding |
8,481,475 | 7,694,931 | ||||||
Diluted weighted-average shares outstanding |
8,810,992 | 8,148,610 | ||||||
Cash dividends declared per share |
$ | 0.075 | $ | 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
For the Three Months Ended March 31, 2011 and 2010
Accumulated | ||||||||||||||||||||
Additional | Other | |||||||||||||||||||
Common | Paid-in | Accumulated | Comprehensive | |||||||||||||||||
(Unaudited) (Dollars in Thousands) | Stock | Capital | Earnings | Income | Total | |||||||||||||||
Balance, January 1, 2010 |
$ | 7,123 | $ | 97,320 | $ | (838 | ) | $ | 1,539 | $ | 105,144 | |||||||||
Issuance of shares of common stock |
1,047 | 19,827 | | | 20,874 | |||||||||||||||
Cash dividend declared on common stock, $0.05 per share |
| | (419 | ) | | (419 | ) | |||||||||||||
Stock based compensation expense |
| 550 | | | 550 | |||||||||||||||
Exercise of 203,927 stock options |
204 | 1,156 | | | 1,360 | |||||||||||||||
Shares issued through dividend reinvestment plan |
24 | 465 | | | 489 | |||||||||||||||
Comprehensive income: |
||||||||||||||||||||
Net income |
| | 2,052 | | 2,052 | |||||||||||||||
Other comprehensive income: |
||||||||||||||||||||
Change in unrealized gain on available-for-sale
securities, net of income taxes of ($159) |
| | | (220 | ) | (220 | ) | |||||||||||||
Total comprehensive income |
| | | | 1,832 | |||||||||||||||
Balance, March 31, 2010 |
$ | 8,398 | $ | 119,318 | $ | 795 | $ | 1,319 | $ | 129,830 | ||||||||||
Balance, January 1, 2011 |
$ | 8,451 | $ | 121,427 | $ | 5,074 | $ | 896 | $ | 135,848 | ||||||||||
Cash dividend declared on common stock, $0.075 per share |
| | (637 | ) | | (637 | ) | |||||||||||||
Stock based compensation expense |
| 12 | | | 12 | |||||||||||||||
Exercise of 49,126 stock options |
50 | 550 | | | 600 | |||||||||||||||
Comprehensive income: |
||||||||||||||||||||
Net income |
| | 2,837 | | 2,837 | |||||||||||||||
Other comprehensive income: |
||||||||||||||||||||
Change in unrealized gain on available-for-sale
securities, net of income taxes of ($13) |
| | | (20 | ) | (20 | ) | |||||||||||||
Total comprehensive income |
2,817 | |||||||||||||||||||
Balance, March 31, 2011 |
$ | 8,501 | $ | 121,989 | $ | 7,274 | $ | 876 | $ | 138,640 | ||||||||||
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
Three Months Ended | ||||||||
March 31 | ||||||||
(Unaudited) (Dollars in Thousands) | 2011 | 2010 | ||||||
Operating activities |
||||||||
Net income |
$ | 2,837 | $ | 2,052 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Accretion of discounts on securities |
(13 | ) | (49 | ) | ||||
Amortization of premiums on securities |
469 | 303 | ||||||
Amortization of intangibles |
185 | 185 | ||||||
Provision for credit losses |
1,015 | 755 | ||||||
Deferred income tax benefit |
(325 | ) | (548 | ) | ||||
Depreciation |
485 | 522 | ||||||
Loans originated for sale |
(10,579 | ) | (13,072 | ) | ||||
Proceeds of loans sold |
15,013 | 12,972 | ||||||
Gain on sale of loans |
(235 | ) | (184 | ) | ||||
Stock option expense |
12 | 550 | ||||||
Increase in cash surrender value of life insurance |
(172 | ) | (174 | ) | ||||
Increase (decrease) in other liabilities |
1,156 | (293 | ) | |||||
(Increase) decrease in other assets |
(473 | ) | 1,184 | |||||
Net cash provided by operating activities |
9,375 | 4,203 | ||||||
Investing activities |
||||||||
Purchases of premises and equipment |
(422 | ) | (157 | ) | ||||
Purchases of available-for-sale securities |
(101 | ) | (5,408 | ) | ||||
Sales, calls and maturities of available-for-sale securities |
10,547 | 9,675 | ||||||
Net (increase) decrease in loans made to customers |
(2,156 | ) | 4,162 | |||||
Net cash provided by investing activities |
7,868 | 8,272 | ||||||
Financing activities |
||||||||
Net (decrease) increase in deposits |
(31,012 | ) | 27,088 | |||||
Net decrease in securities sold under agreement to repurchase |
(5,154 | ) | (6,842 | ) | ||||
Cash received from exercise of stock options |
463 | 1,360 | ||||||
Cash received from dividend reinvestment plan |
| 324 | ||||||
Cash dividends paid on common stock |
(343 | ) | (191 | ) | ||||
Proceeds of stock offering |
| 20,873 | ||||||
Net cash (used in) provided by financing activities |
(36,046 | ) | 42,612 | |||||
Net increase in cash and cash equivalents |
(18,803 | ) | 55,087 | |||||
Cash and cash equivalents beginning of period |
123,631 | 74,564 | ||||||
Cash and cash equivalents end of period |
$ | 104,828 | $ | 129,651 | ||||
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
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.
After the close of business on December 15, 2010, Centra entered into an Agreement and Plan of
Reorganization (the Agreement) with United Bankshares, Inc. (United), a West Virginia corporation
headquartered in Charleston, West Virginia. In accordance with the Agreement, Centra will merge
with and into a wholly-owned subsidiary of United (the Merger). At which time, Centra will cease,
the wholly-owned subsidiary of United will survive and continue to exist as a West Virginia
corporation.
The Agreement provides that upon consummation of the Merger, each outstanding share of common stock
of Centra will be converted into the right to receive 0.7676 shares of United common stock, par
value $2.50 per share.
Pursuant to the Agreement, at the effective time of the Merger, each outstanding option to purchase
shares of Centra common stock under any and all plans of Centra shall receive cash consideration
equal to the difference between the options strike price and $21.00 with respect to those options
with a strike price less than $21.00. There will be no payment by United to any holder of Centra
stock options with an exercise price equal to or greater than $21.00 and any such Centra stock
options shall be terminated as of the effective time of the Merger.
The merger transaction, expected to close early third quarter of 2011, will be accounted for as a
business combination pending approval of the stockholders of Centra and the receipt of all required
regulatory approvals, as well as other customary conditions.
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 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 material adjustments considered necessary
for a fair presentation, have been included and are of a normal, recurring nature. The balance
sheet as of December 31, 2010, 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. Operating results for the three months ended March 31, 2011, are not
necessarily indicative of the results that may be expected for the year. These interim financial
statements should be read in conjunction with the financial statements and notes thereto included
in Centras December 31, 2010, 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 March 31, 2011 and 2010, stock options outstanding and available
to be exercised were 1,161,448 and 1,156,379 shares at an average price of $13.41 and $11.16
respectively.
5
Table of Contents
The calculation of basic and diluted earnings per common share was a follows:
Three Months Ended | ||||||||
March 31 | ||||||||
(Dollars in Thousands except for per Share Data) | 2011 | 2010 | ||||||
Net income |
$ | 2,837 | $ | 2,052 | ||||
Weighted-average common shares outstanding |
8,481,475 | 7,694,931 | ||||||
Effect of potentially dilutive common shares |
329,517 | 453,679 | ||||||
Total weighted-average common shares outstanding |
8,810,992 | 8,148,610 | ||||||
Earnings per Share |
||||||||
Basic |
$ | 0.33 | $ | 0.27 | ||||
Diluted |
$ | 0.32 | $ | 0.25 |
Note D Fair Value Measurements
Centra utilizes 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 under Fair Value Measurements 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 March 31, 2011 and December 31, 2010:
Fair Value Measurements at March 31, 2011 Using:
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
(Unaudited) (Dollars in Thousands) | Balance as of | Assets | Inputs | Inputs | ||||||||||||
Description | March 31, 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Available-for-sale securities |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 90,232 | $ | | $ | 90,232 | $ | | ||||||||
State and municipal |
27,803 | | 27,803 | | ||||||||||||
Corporate |
759 | | 759 | | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
409 | 409 | | | ||||||||||||
Total |
$ | 119,203 | $ | 409 | $ | 118,794 | $ | | ||||||||
6
Table of Contents
Fair Value Measurements at December 31, 2010 Using:
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
(Dollars in Thousands) | Balance as of | Assets | Inputs | Inputs | ||||||||||||
Description | December 31, 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Available-for-sale securities: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 99,785 | $ | | $ | 99,785 | $ | | ||||||||
State and municipal |
29,008 | | 29,008 | | ||||||||||||
Corporate |
771 | | 771 | | ||||||||||||
Equity securities: |
| |||||||||||||||
Financial institution stock |
393 | 393 | | | ||||||||||||
Total |
$ | 129,957 | $ | 393 | $ | 129,564 | $ | | ||||||||
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 March 31, 2011:
Fair Value Measurements at March 31, 2011 Using:
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
(Unaudited) (Dollars in Thousands) | Balance as of | Assets | Inputs | Inputs | ||||||||||||
Description | March 31, 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Nonaccrual loans |
$ | 18,209 | $ | | $ | | $ | 18,209 | ||||||||
Other real estate owned |
$ | 3,328 | $ | | $ | | $ | 3,328 |
Fair Value Measurements at December 31, 2010 Using:
Quoted Prices | ||||||||||||||||
in Active | Significant | |||||||||||||||
Markets for | Other | Significant | ||||||||||||||
Identical | Observable | Unobservable | ||||||||||||||
(Dollars in Thousands) | Balance as of | Assets | Inputs | Inputs | ||||||||||||
Description | December 31, 2010 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets |
||||||||||||||||
Nonaccrual loans |
$ | 18,220 | $ | | $ | | $ | 18,220 | ||||||||
Other real estate owned |
$ | 2,826 | $ | | $ | | $ | 2,826 |
7
Table of Contents
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.
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 months
ended March 31, 2011 and 2010, no fair value adjustment was recorded related to loans held for
sale.
Allowance for Credit Losses: 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. The value of real estate collateral is determined utilizing an income or market
valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of
the Company (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 receivable collateral are based
on financial statement balances or aging reports (Level 3). Any fair value adjustments from the
underlying collateral on impaired loans are recorded in the period incurred as provision for credit
losses on the Consolidated Statements of Income. For the three months ended March 31, 2011 and
2010, no such fair value adjustment was recognized in earnings that related to the allowance for
loan losses allocated to impaired loans.
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 on that date. 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 3). 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 months ended March 31, 2011 and 2010, no fair value
adjustment was recorded.
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.
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.
8
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:
March 31, 2011 | December 31, 2010 | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
(Dollars in Thousands) | Amount | Value | Amount | Value | ||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 104,828 | $ | 104,828 | $ | 123,631 | $ | 123,631 | ||||||||
Investment securities |
123,005 | 123,005 | 129,957 | 129,957 | ||||||||||||
Loans |
1,053,086 | 1,072,105 | 1,051,857 | 1,098,876 | ||||||||||||
Loans Held for Sale |
3,212 | 3,212 | 7,411 | 7,411 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Deposits |
$ | 1,136,702 | $ | 1,142,372 | $ | 1,167,714 | $ | 1,167,726 | ||||||||
Short-term borrowings |
32,468 | 32,468 | 37,622 | 37,622 | ||||||||||||
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 March 31, 2011: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 89,720 | $ | 513 | $ | (1 | ) | $ | 90,232 | |||||||
State and municipal |
26,906 | 899 | (2 | ) | 27,803 | |||||||||||
Corporate |
753 | 6 | | 759 | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
393 | 16 | | 409 | ||||||||||||
Total available-for-sale securities |
$ | 117,772 | $ | 1,434 | $ | (3 | ) | $ | 119,203 | |||||||
At December 31, 2010: |
||||||||||||||||
Debt securities: |
||||||||||||||||
U.S. Government sponsored agencies |
$ | 99,152 | $ | 649 | $ | (16 | ) | $ | 99,785 | |||||||
State and municipal |
28,192 | 817 | (1 | ) | 29,008 | |||||||||||
Corporate |
756 | 15 | | 771 | ||||||||||||
Equity securities: |
||||||||||||||||
Financial institution stock |
393 | | | 393 | ||||||||||||
Total available-for-sale securities |
$ | 128,493 | $ | 1,481 | $ | (17 | ) | $ | 129,957 | |||||||
At March 31, 2011 and December 31, 2010, investment securities having a carrying value of $108.6
million and $114.1 million, respectively were pledged to secure public deposits and repurchase
agreements in accordance with federal and state requirements.
Provided below is a summary of securities available-for-sale which were in an unrealized loss
position at March 31, 2011 and December 31, 2010. Two securities are in an unrealized loss position
at March 31, 2011 compared to ten securities at December 31, 2010. 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.
9
Table of Contents
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 March 31, 2011: |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
U.S. Government sponsored
agencies |
$ | 2,026 | $ | (1 | ) | $ | | $ | | $ | 2,026 | $ | (1 | ) | ||||||||||
State and municipal |
374 | (2 | ) | | | 374 | (2 | ) | ||||||||||||||||
Corporate |
| | | | | | ||||||||||||||||||
Equity securities: |
||||||||||||||||||||||||
Financial institution stock |
| | | | | | ||||||||||||||||||
Total |
$ | 2,400 | $ | (3 | ) | $ | | $ | | $ | 2,400 | $ | (3 | ) | ||||||||||
At December 31, 2010: |
||||||||||||||||||||||||
Debt securities: |
||||||||||||||||||||||||
U.S. Government sponsored
agencies |
$ | 16,559 | $ | (16 | ) | $ | | $ | | $ | 16,559 | $ | (16 | ) | ||||||||||
State and municipal |
519 | (1 | ) | | | 519 | (1 | ) | ||||||||||||||||
Corporate |
| | | | | | ||||||||||||||||||
Equity securities: |
||||||||||||||||||||||||
Financial institution stock |
| | | | | | ||||||||||||||||||
Total |
$ | 17,078 | $ | (17 | ) | $ | | $ | | $ | 17,078 | $ | (17 | ) | ||||||||||
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 March 31, 2011, 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 March 31, 2011 and December 31,
2010 by contractual maturity, are shown below:
Fair Value Due: | ||||||||||||||||||||
After 5 | ||||||||||||||||||||
After 1 year | years | |||||||||||||||||||
Within 1 | through 5 | through 10 | Over 10 | |||||||||||||||||
(Dollars in Thousands) | year | years | years | years | Total | |||||||||||||||
At March 31, 2011: |
||||||||||||||||||||
Debt securities: |
||||||||||||||||||||
U.S. Government sponsored agencies |
$ | 47,318 | $ | 42,914 | $ | | $ | | $ | 90,232 | ||||||||||
State and municipal |
1,904 | 25,794 | 105 | | 27,803 | |||||||||||||||
Corporate |
759 | | | | 759 | |||||||||||||||
Equity securities: |
||||||||||||||||||||
Financial institution stock |
| | | 409 | 409 | |||||||||||||||
Total |
$ | 49,981 | $ | 68,708 | $ | 105 | $ | 409 | $ | 119,203 | ||||||||||
10
Table of Contents
Fair Value Due: | ||||||||||||||||||||
After 5 | ||||||||||||||||||||
After 1 year | years | |||||||||||||||||||
Within 1 | through 5 | through 10 | Over 10 | |||||||||||||||||
(Dollars in Thousands) | year | years | years | years | Total | |||||||||||||||
At December 31, 2010: |
||||||||||||||||||||
Debt securities: |
||||||||||||||||||||
U.S. Government sponsored agencies |
$ | 42,246 | $ | 57,539 | $ | | $ | | $ | 99,785 | ||||||||||
State and municipal |
1,678 | 27,224 | 106 | | 29,008 | |||||||||||||||
Corporate |
771 | | | | 771 | |||||||||||||||
Equity securities: |
||||||||||||||||||||
Financial institution stock |
| | | 393 | 393 | |||||||||||||||
Total |
$ | 44,695 | $ | 84,763 | $ | 106 | $ | 393 | $ | 129,957 | ||||||||||
As of March 31, 2011 and December 31, 2010, other investments at cost were equal to $3.8 million
and $4.0 million, respectively, and consisted of Federal Home Loan Bank stock. These securities
are carried at cost since they do not have readily determinable fair values due to their restricted
nature and Centra does not exercise significant influence.
Note F Loans and Allowance for Loan Losses
Centras lending is primarily focused in the north central and eastern panhandle areas of West
Virginia, south western Pennsylvania and western Maryland, and consists principally of commercial
lending, retail lending, which includes single-family residential mortgages, and other consumer
lending. All credits were subjected to Centras normal commercial underwriting standards and did
not present more than the normal amount of risk assumed in other lending areas.
The following is a detail of total loans outstanding:
March 31, | December 31, | |||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Commercial |
$ | 158,209 | $ | 160,526 | ||||
Real estate, commercial |
649,912 | 638,951 | ||||||
Real estate, mortgage |
181,469 | 185,272 | ||||||
Consumer |
63,496 | 67,108 | ||||||
Total loans |
$ | 1,053,086 | $ | 1,051,857 | ||||
The allowance for loan losses represents an estimation of probable credit losses inherent in the
loan portfolio. The allowance for loan losses and changes therein as of and for the years ended
March 31, 2011 and December 31, 2010 include the following activity:
Commercial | ||||||||||||||||||||
(Dollars in Thousands) | Commercial | Real Estate | Consumer | Residential | Total | |||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||
Beginning balance December 31, 2010 |
$ | 2,482 | $ | 9,966 | $ | 2,487 | $ | 3,651 | $ | 18,586 | ||||||||||
Charge-offs |
(103 | ) | (421 | ) | (302 | ) | (123 | ) | (949 | ) | ||||||||||
Recoveries |
2 | 10 | 10 | 2 | 24 | |||||||||||||||
Provision |
(14 | ) | 628 | 354 | 58 | 1,026 | ||||||||||||||
Ending balance March 31, 2011 |
$ | 2,367 | $ | 10,183 | $ | 2,549 | $ | 3,588 | $ | 18,687 | ||||||||||
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Table of Contents
Commercial | ||||||||||||||||||||
(Dollars in Thousands) | Commercial | Real Estate | Consumer | Residential | Total | |||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||
Beginning balance December 31, 2009 |
$ | 2,177 | $ | 9,582 | $ | 2,248 | $ | 4,003 | $ | 18,010 | ||||||||||
Charge-offs |
(759 | ) | (3,048 | ) | (313 | ) | (1,044 | ) | (5,164 | ) | ||||||||||
Recoveries |
35 | 141 | 116 | 73 | 365 | |||||||||||||||
Provision |
1,029 | 3,291 | 436 | 619 | 5,375 | |||||||||||||||
Ending balance December 31, 2010 |
$ | 2,482 | $ | 9,966 | $ | 2,487 | $ | 3,651 | $ | 18,586 | ||||||||||
The allowance for credit losses on lending related commitments represents an estimation of probable
credit losses inherent in the off balance sheet unused commitments and is classified as other
liabilities in the financial statements.
Activity in the allowance for loan losses on lending related commitments follows:
March 31, | March 31, | |||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Balance, January 1 |
$ | 1,174 | $ | 1,460 | ||||
Benefit |
(11 | ) | (150 | ) | ||||
Ending Balance |
$ | 1,163 | $ | 1,310 | ||||
The provisions for loan and credit losses are as follows:
March 31, | March 31, | |||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Provision for loan losses |
$ | 1,026 | $ | 905 | ||||
Benefit for credit losses |
(11 | ) | (150 | ) | ||||
Ending Balance |
$ | 1,015 | $ | 755 | ||||
Loans are designated as non-performing when either principal or interest payments are 90 days or
more past due, unless those loans are in the process of collection and, in managements opinion,
have a net realizable value of collateral that exceeds the principal and accrued interest. When a
loan is placed on nonaccrual status, interest accruals are discontinued, previously accrued
interest recognized in income in the current year is reversed, and interest accrued in prior years
is charged against the allowance for loan losses. Interest received on non-performing loans is
included in income only if principal recovery is reasonably assured. A non-performing loan is
restored to accrual status when it is brought current, has performed in accordance with contractual
terms for a reasonable period of time, and the collectability of the total contractual principal
and interest is no longer in doubt.
Total nonaccrual loans are summarized as follows:
March 31, | December 31, | |||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Commercial |
$ | 2,992 | $ | 1,979 | ||||
Commercial real estate: |
||||||||
Commercial real estate construction |
| 1,860 | ||||||
Commercial real estate other |
11,323 | 10,796 | ||||||
Consumer: |
||||||||
Consumer other |
1,291 | 1,169 | ||||||
Consumer auto |
108 | 207 | ||||||
Residential |
2,495 | 2,209 | ||||||
Total nonaccrual loans |
$ | 18,209 | $ | 18,220 | ||||
As of March 31, 2011, total impaired loans were $25.1 million, which includes non-accrual loans of
$18.2 million and two loans totaling $6.9 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, $17.0 million required specific
reserves due to shortfalls in collateral value. Centra reserved $4.2 million for impaired loans as
of March 31, 2011.
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Table of Contents
Impaired Loans as of March 31, 2011
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
(Dollars in Thousands) | Investment | Balance | Allowance | Investment | Recognized | |||||||||||||||
With no related allowance recorded |
||||||||||||||||||||
Commercial |
$ | 1,225 | $ | 1,283 | $ | | $ | 1,225 | $ | 2 | ||||||||||
Commercial real estate: |
||||||||||||||||||||
Commercial real estate construction |
| | | | | |||||||||||||||
Commercial real estate other |
3,454 | 4,624 | | 3,539 | 6 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Consumer other |
1,291 | 1,216 | | 1,229 | 22 | |||||||||||||||
Consumer auto |
108 | 117 | | 114 | 3 | |||||||||||||||
Residential |
1,959 | 2,433 | | 2,196 | 16 | |||||||||||||||
Total impaired without related allowance |
$ | 8,307 | $ | 9,673 | $ | | $ | 8,303 | $ | 49 | ||||||||||
With an allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 1,767 | $ | 1,806 | $ | 712 | $ | 1,768 | $ | 2 | ||||||||||
Commercial real estate: |
||||||||||||||||||||
Commercial real estate construction |
1,816 | 1,816 | 301 | 1,808 | 24 | |||||||||||||||
Commercial real estate other |
12,910 | 14,361 | 3,060 | 12,924 | 75 | |||||||||||||||
Residential |
536 | 536 | 93 | 536 | 1 | |||||||||||||||
Total impaired with related allowance |
$ | 17,029 | $ | 18,519 | $ | 4,166 | $ | 17,036 | $ | 102 | ||||||||||
Total: |
||||||||||||||||||||
Commercial |
$ | 21,172 | $ | 23,890 | $ | 4,073 | $ | 21,264 | $ | 109 | ||||||||||
Consumer |
1,399 | 1,333 | | 1,343 | 25 | |||||||||||||||
Residential |
2,495 | 2,969 | 93 | 2,732 | 17 | |||||||||||||||
Total impaired loans |
$ | 25,066 | $ | 28,192 | $ | 4,166 | $ | 25,339 | $ | 151 | ||||||||||
As of December 31, 2010, total impaired loans were $25.3 million, which includes non-accrual loans
of $18.2 million and three loans totaling $7.1 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, $17.6 million
required specific reserves due to shortfalls in collateral value. Centra reserved $4.4 million for
impaired loans as of December 31, 2010.
Impaired Loans as of December 31, 2010
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
(Dollars in Thousands) | Investment | Balance | Allowance | Investment | Recognized | |||||||||||||||
With no related allowance recorded |
||||||||||||||||||||
Commercial |
$ | 285 | $ | 345 | $ | | $ | 297 | $ | 10 | ||||||||||
Commercial real estate: |
||||||||||||||||||||
Commercial real estate construction |
1,325 | 1,792 | | 1,669 | 8 | |||||||||||||||
Commercial real estate other |
2,484 | 4,221 | | 3,647 | 66 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Consumer other |
1,169 | 1,993 | | 1,969 | 111 | |||||||||||||||
Consumer auto |
207 | 227 | | 237 | 18 | |||||||||||||||
Residential |
2,209 | 2,328 | | 2,280 | 93 | |||||||||||||||
Total impaired without related allowance |
$ | 7,679 | $ | 10,906 | $ | | $ | 10,099 | $ | 306 | ||||||||||
With an allowance recorded: |
||||||||||||||||||||
Commercial |
$ | 1,694 | $ | 1,733 | $ | 675 | $ | 1,721 | $ | 64 | ||||||||||
Commercial real estate: |
||||||||||||||||||||
Commercial real estate construction |
2,331 | 2,331 | 507 | 2,321 | 70 | |||||||||||||||
Commercial real estate other |
13,371 | 13,566 | 3,142 | 12,700 | 416 | |||||||||||||||
Residential |
222 | 222 | 42 | 219 | 13 | |||||||||||||||
Total impaired with related allowance |
$ | 17,618 | $ | 17,852 | $ | 4,366 | $ | 16,961 | $ | 563 | ||||||||||
Total: |
||||||||||||||||||||
Commercial |
$ | 21,490 | $ | 23,988 | $ | 4,324 | $ | 22,355 | $ | 634 | ||||||||||
Consumer |
1,376 | 2,220 | | 2,206 | 129 | |||||||||||||||
Residential |
2,431 | 2,550 | 42 | 2,499 | 106 | |||||||||||||||
Total impaired loans |
$ | 25,297 | $ | 28,758 | $ | 4,366 | $ | 27,060 | $ | 869 | ||||||||||
13
Table of Contents
Interest income that would have been recognized on the impaired loans, if they were current
under their original terms and interest recognized under the cash basis of accounting, as of March
31, 2011 and December 31, 2010 were not material to the financial statements.
Loans are deemed delinquent when scheduled principal and interest payments are 30 90 days past
due. Centra did not have any loans past due ninety days and still accruing interest as of March
31, 2011 and December 31, 2010. Analyses of the age of past due loans are as follows:
Age Analysis of Past Due Loans As of March 31, 2011
Greater | ||||||||||||||||||||||||
30-59 Days | 60-89 Days | than 90 | Total Past | Total | ||||||||||||||||||||
(Dollars in Thousands) | Past Due | Past Due | Days | Due | Current | Loans | ||||||||||||||||||
Commercial |
$ | 282 | $ | 92 | $ | 2,992 | $ | 3,366 | $ | 154,843 | $ | 158,209 | ||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Commercial real estate construction |
1,868 | | | 1,868 | 50,293 | 52,161 | ||||||||||||||||||
Commercial real estate other |
632 | 41 | 11,323 | 11,996 | 585,758 | 597,754 | ||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Consumer other |
573 | 25 | 1,291 | 1,890 | 53,300 | 55,190 | ||||||||||||||||||
Consumer auto |
76 | 21 | 108 | 205 | 8,098 | 8,303 | ||||||||||||||||||
Residential |
4,374 | 405 | 2,495 | 7,273 | 174,196 | 181,469 | ||||||||||||||||||
Total |
$ | 7,805 | $ | 584 | $ | 18,209 | $ | 26,598 | $ | 1,026,488 | $ | 1,053,086 | ||||||||||||
Age Analysis of Past Due Loans As of December 31, 2010
Greater | ||||||||||||||||||||||||
30-59 Days | 60-89 Days | than 90 | Total Past | Total | ||||||||||||||||||||
(Dollars in Thousands) | Past Due | Past Due | Days | Due | Current | Loans | ||||||||||||||||||
Commercial |
$ | 337 | $ | 9 | $ | 1,979 | $ | 2,325 | $ | 158,201 | $ | 160,526 | ||||||||||||
Commercial real estate: |
||||||||||||||||||||||||
Commercial real estate construction |
1,464 | 262 | 1,860 | 3,586 | 50,764 | 54,350 | ||||||||||||||||||
Commercial real estate other |
2,493 | | 10,797 | 13,290 | 571,311 | 584,601 | ||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Consumer other |
814 | 232 | 1,168 | 2,214 | 56,040 | 58,254 | ||||||||||||||||||
Consumer auto |
82 | 91 | 207 | 380 | 8,474 | 8,854 | ||||||||||||||||||
Residential |
4,265 | 983 | 2,209 | 7,457 | 177,815 | 185,272 | ||||||||||||||||||
Total |
$ | 9,455 | $ | 1,577 | $ | 18,220 | $ | 29,252 | $ | 1,022,605 | $ | 1,051,857 | ||||||||||||
Centra risk rates commercial loans in order to monitor fluctuations in credit quality. Centra uses
several risk rating categories including; pass, management attention, special mention, substandard
and doubtful/loss.
| Loans are given a pass risk rating when the borrower has strong liquidity, low/stable
leverage, strong and stable earnings year to year, excellent history of successful
performance and other high quality indicators. |
| Management attention applies to loans considered to have a high credit risk and
servicing need. Loans are placed in this category, not because they are problem credits,
but because they pose a relatively high risk. These loans are monitored more closely than
credits with a pass risk rating. |
| Special mention applies to borrowers with often unstable financial condition and
position and is susceptible to current economic or market conditions. The borrowers
ability to repay from primary sources is currently adequate, but threatened by potential
weakness. Borrowers may experience adverse operating trends or may be operating with
unusually high financial leverage. Borrowers may also have filed bankruptcy and are
successfully operating under a plan of reorganization that adequately repays their debt. |
14
Table of Contents
| Substandard applies to loans where the bank is inadequately protected by the current net
worth or paying capacity of the borrower. The borrower may have high debt to worth,
negative cash flow and/or negative debt service capacity. The borrower may also have a
history of consecutive operation losses. Borrowers may also have filed for bankruptcy and
maybe in the initial stages of filing a reorganization plan. Loans in this category may be
placed on nonaccrual status and some loss of principal or income is likely. |
| Doubtful/loss applies to loans that are partially or totally uncollectible. The
collateral values securing these loans are not sufficient to completely cover the loss. |
The following summarizes commercial loan credit quality as of March 31, 2011 and December 31, 2010.
Commercial Real Estate | Commercial Real Estate - | |||||||||||||||||||||||
Commercial | Construction | Other | ||||||||||||||||||||||
March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||
(Dollars in Thousands) | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||
Grade |
||||||||||||||||||||||||
Pass |
$ | 139,440 | $ | 140,064 | $ | 40,968 | $ | 41,889 | $ | 528,864 | $ | 524,884 | ||||||||||||
Management Attention |
15,051 | 15,071 | 7,431 | 7,034 | 36,860 | 34,994 | ||||||||||||||||||
Special Mention |
1,004 | 1,026 | 1,847 | 156 | 19,347 | 16,564 | ||||||||||||||||||
Substandard |
2,714 | 4,365 | 1,915 | 5,271 | 12,683 | 8,159 | ||||||||||||||||||
Total |
$ | 158,209 | $ | 160,528 | $ | 52,161 | $ | 54,350 | $ | 597,754 | $ | 584,601 | ||||||||||||
The following summarizes the credit quality of consumer and residential real estate loans as of
March 31, 2011 and December 31, 2010:
Consumer - Other | Consumer - Auto | Residential | ||||||||||||||||||||||
March 31, | December 31, | March 31, | December 31, | March 31, | December 31, | |||||||||||||||||||
(Dollars in Thousands) | 2011 | 2010 | 2011 | 2010 | 2011 | 2010 | ||||||||||||||||||
Performing |
$ | 53,899 | $ | 57,085 | $ | 8,195 | $ | 8,647 | $ | 178,945 | $ | 183,063 | ||||||||||||
Nonperforming |
1,291 | 1,169 | 108 | 207 | 2,495 | 2,209 | ||||||||||||||||||
Total |
$ | 55,190 | $ | 58,254 | $ | 8,303 | $ | 8,854 | $ | 181,440 | $ | 185,272 | ||||||||||||
Centra may modify the term, interest rate or principal and interest due on a loan. As of March 31,
2011, Centra conceded to interest rate modifications on one loan compared to three loans as of
December 31, 2010. The following summarizes Centras loan modification as of March 21, 2011:
Loan Modifications | ||||||||||||
Pre-Modification | Post-Modification | |||||||||||
Number | Outstanding | Outstanding | ||||||||||
(Dollars in Thousands) | of Loans | Balance | Balance | |||||||||
Troubled Debt Restructurings |
||||||||||||
Residential |
1 | 222 | 222 | |||||||||
Total |
1 | $ | 222 | $ | 222 | |||||||
15
Table of Contents
The following summarizes Centras loan modifications as of December 31, 2010:
Loan Modifications | ||||||||||||
Pre-Modification | Post-Modification | |||||||||||
Number | Outstanding | Outstanding | ||||||||||
(Dollars in Thousands) | of Loans | Balance | Balance | |||||||||
Troubled Debt Restructurings |
||||||||||||
Commercial real estate other |
1 | $ | 347 | $ | 345 | |||||||
Residential |
2 | 371 | 374 | |||||||||
Total |
3 | $ | 718 | $ | 719 | |||||||
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 2010 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, 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.
The following data should be read in conjunction with the unaudited consolidated financial
statements and the managements discussion and analysis that follows.
As of March 31, 2011 and 2010, or for the three months ended March 31, 2011 and 2010:
Three Months Ended | ||||||||
March 31 | ||||||||
2011 | 2010 | |||||||
Net income to: |
||||||||
Average assets |
0.85 | % | 0.63 | % | ||||
Average stockholders equity |
8.36 | 7.12 | ||||||
Net interest margin |
3.84 | 3.67 | ||||||
Average stockholders equity to average assets |
10.17 | 8.92 | ||||||
Total loans to total deposits (end of period) |
92.64 | 89.17 | ||||||
Allowance for loan losses to total loans (end of period) |
1.77 | 1.76 | ||||||
Allowance for credit losses to total loans (end of period) |
1.88 | 1.89 | ||||||
Efficiency ratio* |
60.21 | 71.63 | ||||||
Capital ratios: |
||||||||
Tier 1 capital ratio |
13.99 | 13.39 | ||||||
Risk-based capital ratio |
15.24 | 14.65 | ||||||
Leverage ratio |
10.69 | 10.27 | ||||||
Cash dividends as a percentage of net income |
22.45 | % | 20.37 | % | ||||
Per share data: |
||||||||
Book value per share (end of period) |
$ | 16.31 | $ | 15.46 | ||||
Market value per share (end of period)** |
$ | 20.36 | $ | 20.00 | ||||
Basic earnings per share |
0.33 | 0.27 | ||||||
Diluted earnings per share |
0.32 | 0.25 | ||||||
Cash dividends per share |
0.075 | 0.05 |
* | The efficiency ratio is defined as noninterest expense less amortization of intangibles
divided by net interest income plus noninterest income. |
|
** | 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 has traditionally been
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. In past valuations, the primary determination of value was
often 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. However, because of the
Agreement and Plan of Merger between United Bankshares, Inc., and Centra announced on December
16, 2010, in this case, the primary determination of value was based on the closing price of
United Bankshares, Inc., Common Stock on March 31, 2011, and the exchange ratio of United
Bankshares common stock for Centra Financial Holdings common stock provided for in that
Agreement. |
16
Table of Contents
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.
Application of Critical Accounting Policies
The accounting and reporting policies of Centra conform to US GAAP and to general practices within
the financial services industry. The preparation of the financial statements in conformity with US
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 March 31, 2011, which
were unchanged from the policies disclosed in Centras 2010 Form 10-K.
Results of Operations
Overview of the Statement of Income
Net income increased 38.26% to $2.8 million for the quarter ended March 31, 2011 compared to $2.1
million in the first quarter of 2010. These earnings equated to a return on average assets of 0.85%
and 0.63% respectively, and a return on average equity of 8.36% and 7.12%, 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 $11.7 million in the first quarter of 2011 from $10.9 million in
the first quarter of 2010. This increase was primarily due to a rise in volume of earning assets.
17
Table of Contents
Centras interest bearing assets and liabilities increased during the first quarter of 2011
compared to 2010. The most significant areas of change were commercial and tax exempt loans, which
collectively increased to an average balance of $803.7 million for the quarter ended March 31,
2011, from $757.7 million for the quarter ended March 31, 2010. These trends reflect the continued
focus on growing the commercial loan portfolio.
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 quarter ended March 31,
2011 and 2010 was 3.84% and 3.67% respectively. The net interest margin increased as a result of a
decline in the average cost of funds to a rate of 1.14% as of March 31, 2011 compared to 1.78% as
of March 31, 2010.
The following tables reconcile the difference between net interest income and tax-equivalent net
interest income for the three months ended March 31, 2011 and 2010.
Three Months Ended | ||||||||
March 31 | ||||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Net interest income, GAAP basis |
$ | 11,727 | $ | 10,878 | ||||
Tax-equivalent adjustment |
265 | 213 | ||||||
Tax-equivalent net interest income |
$ | 11,992 | $ | 11,091 | ||||
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.
18
Table of Contents
Average Balances and Interest Rates
Three Months Ended | Three Months Ended | |||||||||||||||||||||||
March 31, 2011 | March 31, 2010 | |||||||||||||||||||||||
Interest | Interest | |||||||||||||||||||||||
Average | Income/ | Yield/ | Average | Income/ | Yield/ | |||||||||||||||||||
(Unaudited)(Dollars in Thousands) | Balance | Expense | Cost | Balance | Expense | Cost | ||||||||||||||||||
Assets |
||||||||||||||||||||||||
Interest-bearing deposits in banks |
$ | 2,891 | $ | | 0.04 | % | $ | 4,523 | $ | 1 | 0.06 | % | ||||||||||||
Federal funds sold |
101,149 | 55 | 0.22 | 93,358 | 39 | 0.17 | ||||||||||||||||||
Loans held for sale |
4,392 | 45 | 4.17 | 1,626 | 20 | 4.95 | ||||||||||||||||||
Securities (1)(4): |
||||||||||||||||||||||||
Taxable |
96,688 | 337 | 1.41 | 94,570 | 569 | 2.41 | ||||||||||||||||||
Tax exempt |
27,608 | 365 | 5.37 | 30,314 | 407 | 5.45 | ||||||||||||||||||
Loans (2)(3)(4): |
||||||||||||||||||||||||
Commercial |
777,729 | 9,998 | 5.21 | 747,569 | 10,311 | 5.59 | ||||||||||||||||||
Tax exempt |
26,013 | 352 | 5.48 | 10,108 | 186 | 7.47 | ||||||||||||||||||
Consumer |
65,148 | 2,613 | 7.06 | 73,544 | 1,333 | 7.29 | ||||||||||||||||||
Real estate |
184,163 | 1,134 | 5.75 | 188,746 | 2,790 | 5.91 | ||||||||||||||||||
Allowance for loan losses |
(19,012 | ) | (19,095 | ) | ||||||||||||||||||||
Net loans |
1,034,041 | 14,097 | 5.53 | 1,000,872 | 14,620 | 5.92 | ||||||||||||||||||
Total earning assets |
1,266,769 | 14,899 | 4.77 | 1,225,263 | 15,656 | 5.18 | ||||||||||||||||||
Cash and due from banks |
4,762 | 4,877 | ||||||||||||||||||||||
Other assets |
81,070 | 80,834 | ||||||||||||||||||||||
Total assets |
$ | 1,352,601 | $ | 1,310,974 | ||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Deposits: |
||||||||||||||||||||||||
Non-interest bearing demand |
$ | 166,475 | $ | | $ | 144,577 | $ | | ||||||||||||||||
NOW |
193,942 | 231 | 0.48 | 177,858 | 369 | 0.84 | ||||||||||||||||||
Money market checking |
292,959 | 271 | 0.37 | 251,663 | 797 | 1.28 | ||||||||||||||||||
Savings |
49,812 | 13 | 0.10 | 44,614 | 39 | 0.36 | ||||||||||||||||||
IRAs |
45,361 | 244 | 2.18 | 48,137 | 317 | 2.67 | ||||||||||||||||||
CDs |
400,874 | 2,008 | 2.03 | 460,144 | 2,888 | 2.55 | ||||||||||||||||||
Short-term borrowings |
32,505 | 26 | 0.33 | 35,842 | 44 | 0.50 | ||||||||||||||||||
Long-term borrowings |
20,000 | 114 | 2.30 | 20,000 | 111 | 2.26 | ||||||||||||||||||
Total interest-bearing
liabilities |
1,035,453 | 2,907 | 1.14 | 1,038,258 | 4,565 | 1.78 | ||||||||||||||||||
Other liabilities |
13,104 | 11,247 | ||||||||||||||||||||||
Total liabilities |
1,215,032 | 1,194,082 | ||||||||||||||||||||||
Stockholders equity |
||||||||||||||||||||||||
Preferred stock |
| | ||||||||||||||||||||||
Common stock |
8,481 | 7,696 | ||||||||||||||||||||||
Paid-in capital |
121,758 | 107,728 | ||||||||||||||||||||||
Accumulated (deficit) earnings |
6,429 | (4 | ) | |||||||||||||||||||||
Unrealized gains |
901 | 1,472 | ||||||||||||||||||||||
Total stockholders equity |
137,569 | 116,892 | ||||||||||||||||||||||
Total liabilities and
stockholders equity |
$ | 1,352,601 | $ | 1,310,974 | ||||||||||||||||||||
Net interest spread |
3.63 | 3.40 | ||||||||||||||||||||||
Impact of non-interest bearing funds on margin |
0.21 | 0.27 | ||||||||||||||||||||||
Net interest income margin |
$ | 11,992 | 3.84 | % | $ | 11,091 | 3.67 | % | ||||||||||||||||
(1) | Average balances of investment securities based on carrying value. |
|
(2) | Loan fees included in interest income were $230 in 2011 and $230 in 2010. |
|
(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 2011 and 2010. |
19
Table of Contents
Allowance and Provision for Credit Losses
The allowance for credit losses is a reserve established for probable losses incurred on loans and
binding commitments and consists of the allowance for loan losses and the allowance for unfunded
lending commitments. It is established through charges to earnings in the form of a provision for
credit losses and is reduced by net charge-offs. Throughout the year, management estimates the
probable level of losses to determine whether the allowance for credit losses is adequate to absorb
losses inherent in the existing portfolio. Based on these estimates, an amount is charged to the
provision for credit losses that increased the allowance for credit losses in order to adjust the
allowance to a level determined to be adequate to absorb losses. Losses are charged to the
allowance when the loss actually occurs or when a determination is made that a probable loss has
occurred. Recoveries are credited to the allowance at the time of recovery.
Management continually monitors the loan portfolio through its regional committees and the Senior
Loan Committee to determine the adequacy of the allowance for loan losses. This formal analysis
determines 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.
Managements judgment as to the level of probable losses on existing loans involves the
consideration of current economic conditions and their estimated effects on specific borrowers, an
evaluation of the existing relationships among loans, potential credit losses and the present level
of the allowance, results of examinations of the loan portfolio by regulatory agencies, and
managements internal review of the loan portfolio. In determining the collectability of certain
loans, management also considers the fair value of any underlying collateral. The amount
ultimately realized may differ from the carrying value of these assets because of economic,
operating or other conditions beyond our control.
Due to the variability in the drivers of the assumptions made in this process, estimates of our
loan portfolios inherent risks and overall collectability change with changes in the economy,
individual industries, and individual borrowers or counterparties ability and willingness to
repay their obligations. The degree to which any particular assumption affects the allowance for
credit losses depends on the severity of the change and its relationship to the other assumptions
Activity in the allowance for loan losses follows:
Three Months Ended | ||||||||
March 31 | ||||||||
(Dollars in Thousands) | 2011 | 2010 | ||||||
Allowance for loan losses |
||||||||
Balance, beginning of period |
$ | 18,586 | $ | 18,010 | ||||
Loan charge-offs |
(949 | ) | (1,106 | ) | ||||
Loan recoveries |
24 | 126 | ||||||
Net charge-offs |
(925 | ) | (980 | ) | ||||
Provision for loan losses |
1,026 | 905 | ||||||
Balance, end of period |
$ | 18,687 | $ | 17,935 | ||||
Centra incurred net charge-offs totaling $925,000 during the first quarter 2011 compared to
$980,000 during the first quarter 2010. Annualized net charge-offs represented 0.36% of average
loans outstanding during the first quarter 2011 compared to 0.39% of average loans outstanding
during the first quarter 2010.
Total non-performing loans are loans that are in non-accrual status and renegotiated loans were
$18.4 million as of March 31, 2011 compared to $18.9 million as of December 31, 2010. Non-accrual
loans continue to be concentrated in commercial loans. Non-accrual commercial loans were $14.3
million as of March 31, 2011 compared to $14.6 million as of December 31, 2010.
Non-performing assets consist of non-accrual loans, renegotiated loans and other real estate owned.
Total non-performing assets reached $21.8 million as of March 31, 2011 and December 31, 2010. As
of March 31, 2011, other real estate owned was $3.3 million compared to $2.8 million as of December
31, 2010.
20
Table of Contents
Total non-performing assets and accruing loans past due 90 days are summarized as follows:
March 31 | December 31 | |||||||
(Dollars in Thousands) | 2010 | 2009 | ||||||
Nonaccrual loans: |
||||||||
Commercial |
$ | 14,315 | $ | 14,635 | ||||
Real Estate |
2,495 | 2,209 | ||||||
Consumer |
1,399 | 1,376 | ||||||
Total nonaccrual loans |
18,209 | 18,220 | ||||||
Other impaired loans, accruing interest |
6,857 | 7,077 | ||||||
Total impaired loans |
25,066 | 25,297 | ||||||
Total nonaccrual loans |
18,209 | 18,220 | ||||||
Renegotiated loans |
222 | 719 | ||||||
Total non-performing loans |
18,431 | 18,939 | ||||||
Other real estate, net |
3,328 | 2,826 | ||||||
Total non-performing assets |
$ | 21,759 | $ | 21,765 | ||||
Non-performing loans as a % of total loans |
1.75 | % | 1.80 | % | ||||
Allowance for loan losses as a % of non-performing loans |
101 | % | 98 | % |
As of March 31, 2011, total impaired loans were $25.1 million, which includes non-accrual loans of
$18.2 million and two loans totaling $6.9 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, $17.0 million required specific
reserves due to shortfalls in collateral value. Centra reserved $4.2 million for impaired loans as
of March 31, 2011. As of December 31, 2010, total impaired loans were $25.3 million, which
includes non-accrual loans of $18.2 million and three loans totaling $7.1 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,
$17.6 million required specific reserves due to shortfalls in collateral value. Centra reserved
$4.4 million for impaired loans as of December 31, 2010.
In addition, troubled debt restructurings (TDRs) are included in impaired loans. As of March 31,
2011, Centra renegotiated terms on one loans with outstanding balances of $222,000 due to the
financial difficulties of the borrower as management believes that the new terms serve the best
interests of the bank. As of December 31, 2010, Centra renegotiated terms on three loans with
outstanding balances of $719,000 due to the financial difficulties of the borrower as management
believes that the new terms serve the best interests of the bank.
Accruing loans past due 30 days or more have decreased to $8.4 million as of March 31, 2011
compared to $11.0 million as of December 31, 2010. As of March 31, 2011, only 0.80% of Centras
total loan portfolio was past due 30 days or more compared to 1.05% as of December 31, 2010.
Commercial loans past due 30 days or more make up 51.53% or $4.3 million of the total loan
delinquencies. Real estate loans past due 30 days or more comprise 37.25% or $3.1 million of the
total loan delinquencies. As of December 31, 2010, Commercial loans past due 30 days or more make
up 53.25% or $5.9 million of the total loan delinquencies. Real estate loans past due 30 days or
more comprise 36.97% or $4.1 million of the total loan delinquencies.
Centras allowance methodology has continued to evolve as the Bank and our loan portfolio has
matured. Prior to the recession, our methodology relied heavily upon eleven qualitative factors,
peer data, and input from regulatory examiners to estimate variables that would cause loans in the
portfolio to become non-performing and ultimately fail in the future. We believe that this
approach was proper given the startup nature of Centra and the minimal loss experience incurred
previous to the recession. As the economy has moved further through the economic cycle, the
qualitative variables have manifested themselves into impaired loans for which individual credit
reviews are performed and specific loss reserves established.
As we have continued to progress through the economic cycle, Centra has continued to refine its
qualitative assessment and the related factors in response to changes in our markets. Centra
believes that its allowance for loan losses is maintained at a level adequate to absorb any
probable losses in its loan portfolio given the current information known to management. We
continue to monitor, identify and provide for probable losses within the portfolio. Our
qualitative factors continue to be a significant part of our applied methodology. In determining
the allowance for loan losses, Centra segregates the loan portfolio by loan type: commercial,
consumer and real estate loans.
21
Table of Contents
The following table reflects the allocation of the allowance for loan losses as of March 31, 2011
and December 31, 2010:
(Dollars in Thousands) | March 31, 2011 | December 31, 2010 | ||||||
Allocation of allowance for loan losses at December 31: |
||||||||
Commercial |
$ | 12,550 | $ | 12,448 | ||||
Real estate |
3,588 | 3,651 | ||||||
Consumer |
2,549 | 2,487 | ||||||
Total |
$ | 18,687 | $ | 18,586 | ||||
Percent of loans to total loans at December 31: |
||||||||
Commercial |
76 | % | 76 | % | ||||
Real estate |
17 | 17 | ||||||
Real estate construction |
1 | 1 | ||||||
Consumer |
6 | 6 | ||||||
Total |
100 | % | 100 | % | ||||
Of the $18.7 million allowance for loan losses recorded on March 31, 2011, $12.6 million is
allocated to commercial loans, $2.5 million is allocated to consumer loans, and $3.6 million is
allocated to real estate loans. A specific reserve of $4.2 million is allocated to impaired loans,
which is included in the commercial and real estate loan reserve allocation. Of the $18.6 million
allowance for loan losses recorded on December 31, 2010, $12.5 million is allocated to commercial
loans, $2.5 million is allocated to consumer loans, and $3.6 million is allocated to real estate
loans. A specific reserve of $4.4 million is allocated to impaired loans, which is included in the
commercial and real estate loan reserve allocation.
As described earlier, management records the provision for credit losses as a result of its
analysis of the adequacy of the allowance for loan losses and the overall management of inherent
credit risks. During the first quarter of 2011, Centra recorded a provision for credit losses of
$1.0 million related to on balance sheet loans and negative provision of $11,000 for unused off
balance sheet commitments. The negative provision for off balance sheet commitments represents a
decrease in the overall amount of unused commitments available and thus exposure to credit risk.
This compares to a provision for credit losses during the first quarter of 2010 of $905,000 for on
balance sheet loans and a negative provision of $150,000 for unused off-balance sheet commitments.
The increase in provision for credit losses were necessary to adequately reserve for the
deteriorating economic conditions and weakening loan quality as well as an increase in charge-offs.
The allowance for loan losses related to unused off balance sheet commitments and its activity is
as follows:
March 31, | December 31, | March 31, | ||||||||||
(Dollars in Thousands) | 2011 | 2010 | 2010 | |||||||||
Balance, beginning of period |
$ | 1,174 | $ | 1,460 | $ | 1,460 | ||||||
Provision |
(11 | ) | (286 | ) | (150 | ) | ||||||
Balance, end of period |
$ | 1,163 | $ | 1,174 | $ | 1,310 | ||||||
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 $2.2 million in the first quarter of 2011 compared to $1.9 million in
the first quarter of 2010. This increase is mainly driven by an improvement of income related to
service charges, secondary market income and financial services income.
Service charges on deposit accounts increased to $880,000 in the first quarter of 2011 from
$855,000 in the first quarter of 2010. This slight growth was the result from the number of
occurrences of underlying NSF activity and changes made to the other deposit related fees during
the later part of 2010. Similarly, other service charges and fees increased to $768,000 in the
first quarter of 2011 from $666,000 in the first quarter of 2010. This increase resulted from
higher interchange revenue resulting from increased activity within our deposit account
cardholders.
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
$235,000 from such fees in the first quarter of 2011 compared to $184,000 in the first quarter of
2010. This increase is due to the volume of secondary market loan purchased from Centras third
party provider increased during the first quarter of 2011 compared to 2010.
22
Table of Contents
Other income increased to $344,000 in the first quarter of 2011 from $223,000 in the first
quarter of 2010. Other income increased as a result of growth within our investment services area.
Noninterest Expense
For the first quarter of 2011, noninterest expense totaled $8.6 million compared to $9.0 million in
the first quarter of 2010. Centras efficiency ratio was 60.21% for the first quarter of 2011
compared to 71.63% for the first quarter of 2010. This ratio measures the efficiency of noninterest
expenses incurred in relationship to net interest income plus noninterest income.
Salaries and benefits totaled $4.4 million for the quarter ended March 31, 2011, compared to $4.6
million for the quarter ended March 31, 2010. Centra had 236 full-time equivalent personnel as of
March 31, 2011, compared to 246 full-time equivalent personnel as of March 31, 2010. In addition,
salaries and benefits expense also decreased due to a decline in stock option expense.
For the quarters ended March 31, 2011 and 2010, occupancy expense totaled $813,000 and $863,000,
respectively. The decrease in occupancy expense is primarily the result of lower maintenance costs
during the first quarter 2011 compared to 2010.
Equipment expense totaled $490,000 in the first quarter of 2011 compared to $543,000 for the first
quarter of 2010. Included in equipment expense is depreciation of furniture, fixtures, and
equipment of $301,000 for the quarter ended March 31, 2011, and $367,000 for the quarter ended
March 31, 2010. The decrease in depreciation expense drove the overall decrease in equipment
expense.
Advertising costs totaled $239,000 in the first quarter of 2011 compared to $384,000 in the first
quarter of 2010. Total advertising costs included in 2010 were expenses not incurred in 2011.
Professional fees totaled $334,000 in the first quarter of 2010 compared to $246,000 in the first
quarter of 2010. This expense includes legal, accounting and consulting fees paid related to
Company operations. The increase is the result of legal expenses incurred related to the pending
acquisition.
Data processing costs totaled $666,000 in the first quarter of 2011 compared to $648,000 in the
first quarter of 2010. Data processing costs have increased slightly from the prior year in
correlation to the number of deposit and loan accounts.
Other outside services totaled $209,000 in the first quarter of 2010 compared to $213,000 in the
first quarter of 2010. This decrease is primarily due to a decline in ATM network fees and courier
services.
Regulatory assessment expense totaled $455,000 in the first quarter of 2010 compared to $398,000 in
the first quarter of 2010. The FDIC has increased the deposit insurance assessment rates in order
to recapitalize the regulatory insurance funds, which accounts for the rise in regulatory
assessment expense.
Other operating expense totaled $1.0 million in the first quarter of 2011 compared to $1.1 million
in the first quarter of 2010. Other operating expenses remained fairly consistent with the prior
period.
Income Tax Expense
Centra incurred income tax expense of $1.5 million in the first quarter of 2011 compared to $1.0
million in the first quarter of 2010. Centras income tax expense has increased over the prior year
due to a rise in net income before tax and non-deductible tax items related to the acquisition.
The effective tax rate for the first quarter of 2011 and 2010 was 34.68% and 32.83%, respectively.
Return on Average Assets and Average Equity
Returns on average assets (ROA) and average equity (ROE) were 0.85% and 8.36% for the first quarter
of 2011 compared to 0.63% and 7.12% for the first quarter of 2010. These measures have increased
compared to the prior period reflecting Centras improved earnings.
Centra is considered well capitalized under regulatory and industry standards of risk-based
capital. As of March 31, 2011, Centras Risk Based Capital was 15.24% which exceeds the 10.0%
requirement to be considered a Well Capitalized Bank. Risk Based Capital has increased from 14.65%
as of March 31, 2010 due to a rise in capital primarily the result of earnings
recognized over the past year. Tier 1 Risk Based Capital was 13.99% as of March 31, 2011 compared
to 13.39% as of March 31, 2010, both which exceed the 6.0% requirement to be considered a Well
Capitalized Bank.
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Financial Condition
Overview of the Consolidated Balance Sheet
Total assets at March 31, 2011, were $1.3 billion or a decrease of $32.4 million since December 31,
2010. Cash and cash equivalents have decreased due to a related decline in interest bearing
deposits. Deposits totaled $1.1 billion at March 31, 2011, or a decrease of $31.0 million since
December 31, 2010. Short-term borrowings totaled $32.5 million at March 31, 2011, and have
decreased $5.2 million since December 31, 2010.
Stockholders equity was $138.6 million at March 31, 2011, or an increase of approximately $2.8
million from December 31, 2010, primarily due to first quarter 2011 earnings.
Cash and Cash Equivalents
Cash and cash equivalents totaled $104.8 million as of March 31, 2011, compared to $123.6 million
as of December 31, 2010, or a decrease of $18.8 million. The decrease is mostly due to a decline
in interest bearing deposits.
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 $119.2 million as of March 31, 2011, and $130.0 million as of
December 31, 2010. This decrease of $10.8 million from year-end is due to the maturity of several
bonds during the first quarter 2011.
Government-sponsored agency securities comprise the majority of the portfolio. Centra also holds
state and municipal securities, corporate issued debt securities and corporate stock. Centra does
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 March 31, 2011, the amortized cost of Centras investment
securities totaled $117.8 million, resulting in unrealized appreciation in the investment portfolio
of $1.4 million and a corresponding increase in Centras equity of $876,000, net of deferred income
taxes.
As of March 31, 2011, 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 first quarter 2011.
Other investments totaled $3.8 million as of March 31, 2011 compared to $4.0 million as of December
31, 2010. Other investments are carried at cost and include Federal Home Loan Bank stock.
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.
Loans
Centras lending is primarily focused in the north central and eastern panhandle regions of West
Virginia, Southwestern Pennsylvania and Hagerstown, Maryland. Areas of focus consist primarily of
commercial lending, retail lending, which include
single-family residential mortgages, and consumer lending.
Gross loans reached $1.1 billion as of March 31, 2011, which is an increase of $1.2 million from
December 31, 2010. Loan growth is solely due to an increase in commercial loans, which reached
$808.2 million as of March 21, 2011. Commercial real estate loans constitute the largest component
of the lending portfolio, which is consistent with the nature of our market.
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Loan Concentration
With the significant commercial loan balances, Centra has concentrations of its loan portfolio in
the building, developing, and general contracting industry, coal mining, clothing 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
somewhat mitigates the concentrations previously noted. Management continually monitors these
concentrations.
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 $1.1
billion at March 31, 2011.
Non-interest bearing deposits remain a core funding source for Centra. At March 31, 2011,
non-interest bearing deposits totaled $172.8 million compared to $160.0 million at December 31,
2010. 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.
Interest bearing deposits totaled $963.9 million at March 31, 2011, compared to $1.0 billion at
December 31, 2010. Average interest-bearing liabilities totaled $1.0 billion during the first
quarter of 2011 and 2010. Average non-interest bearing demand deposits totaled $166.5 million for
the first quarter of 2011 compared to $144.6 million for the first quarter of 2010.
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. At March 31, 2011, short-term borrowings totaled $32.5
million compared to $37.6 million at December 31, 2010.
Centra formed two statutory business trusts 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. 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 February 17, 2011, the Board of Directors of Centra Financial Holdings, Inc., parent company of
Centra Bank, Inc., declared the payment of the companys thirteenth cash dividend on Centra common
stock. Shareholders of record on March 18, 2011 received a cash dividend of $0.075 per share on
April 1, 2011.
At March 31, 2011, accumulated other comprehensive income totaled $876,000 compared to $896,000 at
December 31, 2010. Because 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 March 31, 2011, Centra
Bank has $25.8 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 2010 Form 10-K. At March 31, 2011, 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 $36.6 million and $35.1 million at March 31,
2011 and December 31, 2010, 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 March 31, 2011 and December 31, 2010, was $143.1 million and $145.7
million, respectively. The total amount of unfunded commitments under lines of credit outstanding
at March 31, 2011 and December 31, 2010, was $47.0 million and $46.9 million, respectively. At
March 31, 2011 and December 31, 2010, Centra has recorded $1.2 million for probable losses related
to these commitments and has classified that accrual in other liabilities in the financial
statements.
Centra originates long-term, fixed rate and adjustable mortgage loans and sells them on the
secondary market, servicing released. At March 31, 2011 and 2010, Centra had $11.2 million and $8.2
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 different 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 their goal and, if not, suggest alternative strategies that could. 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 will be 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 March 31, 2011, 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 March 31, 2011.
(Dollars in Thousands)
Immediate | Estimated Increase | |||||||
Interest Rate Change | (Decrease) in Net | |||||||
(in Basis Points) | Interest Income | |||||||
300 |
$ | 453 | 0.94 | % | ||||
200 |
90 | 0.19 | % | |||||
100 |
(30 | ) | (0.06 | %) | ||||
-100 |
(1,652 | ) | (3.45 | %) |
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 March 31, 2011, 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, 2010, 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
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.
May 11, 2011 | 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