UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 0-25045
CENTRAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 34-1877137 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
2923 Smith Road, Fairlawn, Ohio |
44333 | |
(Address of principal executive offices) | (Zip Code) |
(330) 666-7979
(Registrants telephone number, including area code)
(Former name, former address and former 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 x No ¨
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 x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of July 31, 2012, there were 825,710 shares of the registrants Common Stock outstanding.
FORM 10-Q
QUARTER ENDED JUNE 30, 2012
Page | ||||
PART I. Financial Information |
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Item 1. Financial Statements |
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Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011 |
3 | |||
4 | ||||
5 | ||||
6 | ||||
8 | ||||
9 | ||||
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
57 | |||
85 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
86 | |||
86 | ||||
87 |
CENTRAL FEDERAL CORPORATION
(Dollars in thousands except per share data)
June 30, | December 31, | |||||||
2012 | 2011 | |||||||
(unaudited) | ||||||||
ASSETS |
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Cash and cash equivalents |
$ | 55,209 | $ | 61,436 | ||||
Interest-bearing deposits in other financial institutions |
1,984 | 1,984 | ||||||
Securities available for sale |
17,312 | 18,516 | ||||||
Loans held for sale |
1,573 | 1,210 | ||||||
Loans, net of allowance of $5,434 and $6,110 |
132,352 | 151,160 | ||||||
FHLB stock |
1,942 | 1,942 | ||||||
Loan servicing rights |
31 | 37 | ||||||
Foreclosed assets, net |
2,345 | 2,370 | ||||||
Premises and equipment, net |
5,423 | 5,534 | ||||||
Assets held for sale |
167 | 167 | ||||||
Other intangible assets |
69 | 89 | ||||||
Bank owned life insurance |
4,338 | 4,273 | ||||||
Accrued interest receivable and other assets |
2,870 | 2,202 | ||||||
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$ | 225,615 | $ | 250,920 | |||||
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Deposits |
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Noninterest bearing |
$ | 15,042 | $ | 18,409 | ||||
Interest bearing |
183,310 | 198,640 | ||||||
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Total deposits |
198,352 | 217,049 | ||||||
Long-term FHLB advances |
10,000 | 15,742 | ||||||
Advances by borrowers for taxes and insurance |
55 | 159 | ||||||
Accrued interest payable and other liabilities |
3,771 | 2,871 | ||||||
Subordinated debentures |
5,155 | 5,155 | ||||||
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Total liabilities |
217,333 | 240,976 | ||||||
Stockholders equity |
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Preferred stock, Series A, $.01 par value; aggregate liquidation value $7,886 in 2012, $7,691 in 2011 1,000,000 shares authorized; 7,225 shares issued |
7,147 | 7,120 | ||||||
Common stock, $.01 par value, shares authorized; 50,000,000 in 2012 and 2011 shares issued; 937,417 in 2012 and 2011 |
9 | 9 | ||||||
Additional paid-in capital |
27,847 | 27,837 | ||||||
Accumulated deficit |
(23,807 | ) | (22,163 | ) | ||||
Accumulated other comprehensive income |
331 | 386 | ||||||
Treasury stock, at cost; 111,707 shares |
(3,245 | ) | (3,245 | ) | ||||
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Total stockholders equity |
8,282 | 9,944 | ||||||
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$ | 225,615 | $ | 250,920 | |||||
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See accompanying notes to consolidated financial statements.
3
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Three months ended | Six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Interest and dividend income |
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Loans, including fees |
$ | 1,769 | $ | 2,350 | $ | 3,660 | $ | 4,792 | ||||||||
Securities |
58 | 156 | 121 | 311 | ||||||||||||
FHLB stock dividends |
21 | 21 | 43 | 43 | ||||||||||||
Federal funds sold and other |
41 | 41 | 81 | 71 | ||||||||||||
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1,889 | 2,568 | 3,905 | 5,217 | |||||||||||||
Interest expense |
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Deposits |
557 | 750 | 1,150 | 1,452 | ||||||||||||
Long-term FHLB advances and other debt |
81 | 141 | 190 | 308 | ||||||||||||
Subordinated debentures |
45 | 42 | 92 | 83 | ||||||||||||
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683 | 933 | 1,432 | 1,843 | |||||||||||||
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Net interest income |
1,206 | 1,635 | 2,473 | 3,374 | ||||||||||||
Provision for loan losses |
200 | 432 | 400 | 1,851 | ||||||||||||
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Net interest income after provision for loan losses |
1,006 | 1,203 | 2,073 | 1,523 | ||||||||||||
Noninterest income |
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Service charges on deposit accounts |
58 | 69 | 117 | 130 | ||||||||||||
Net gains on sales of loans |
92 | 24 | 135 | 64 | ||||||||||||
Loan servicing fees, net |
5 | 4 | 13 | 12 | ||||||||||||
Net gains on sales of securities |
143 | | 143 | | ||||||||||||
Earnings on bank owned life insurance |
32 | 33 | 65 | 65 | ||||||||||||
Other |
10 | 12 | 25 | 27 | ||||||||||||
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340 | 142 | 498 | 298 | |||||||||||||
Noninterest expense |
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Salaries and employee benefits |
953 | 1,033 | 1,944 | 2,074 | ||||||||||||
Occupancy and equipment |
59 | 69 | 133 | 154 | ||||||||||||
Data processing |
137 | 145 | 279 | 289 | ||||||||||||
Franchise taxes |
46 | 64 | 101 | 130 | ||||||||||||
Professional fees |
199 | 258 | 417 | 559 | ||||||||||||
Director fees |
46 | 45 | 91 | 91 | ||||||||||||
Postage, printing and supplies |
56 | 39 | 104 | 87 | ||||||||||||
Advertising and promotion |
4 | 14 | 7 | 24 | ||||||||||||
Telephone |
16 | 18 | 33 | 40 | ||||||||||||
Loan expenses |
23 | 20 | 31 | 30 | ||||||||||||
Foreclosed assets, net |
188 | 1,152 | 206 | 1,185 | ||||||||||||
Depreciation |
62 | 104 | 129 | 218 | ||||||||||||
FDIC premiums |
142 | 175 | 298 | 350 | ||||||||||||
Amortization of intangibles |
10 | 10 | 20 | 20 | ||||||||||||
Regulatory assessment |
21 | 38 | 66 | 75 | ||||||||||||
Other insurance |
38 | 34 | 80 | 51 | ||||||||||||
Other |
30 | 44 | 55 | 75 | ||||||||||||
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2,030 | 3,262 | 3,994 | 5,452 | |||||||||||||
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Net loss |
(684 | ) | (1,917 | ) | (1,423 | ) | (3,631 | ) | ||||||||
Preferred stock dividends and accretion of discount on preferred stock |
(111 | ) | (106 | ) | (221 | ) | (210 | ) | ||||||||
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Net loss attributable to common stockholders |
$ | (795 | ) | $ | (2,023 | ) | $ | (1,644 | ) | $ | (3,841 | ) | ||||
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Loss per common share: |
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Basic |
$ | (0.96 | ) | $ | (2.45 | ) | $ | (1.99 | ) | $ | (4.65 | ) | ||||
Diluted |
$ | (0.96 | ) | $ | (2.45 | ) | $ | (1.99 | ) | $ | (4.65 | ) |
See accompanying notes to consolidated financial statements.
4
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Dollars in thousands except per share data)
(Unaudited)
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net loss |
$ | (684 | ) | $ | (1,917 | ) | $ | (1,423 | ) | $ | (3,631 | ) | ||||
Other comprehensive income (loss): |
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Change in unrealized holding gains (losses) on securities available for sale |
(305 | ) | 149 | (198 | ) | 84 | ||||||||||
Reclassification adjustment for gains realized in income |
143 | | 143 | | ||||||||||||
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Net change in unrealized gains (losses) |
(162 | ) | 149 | (55 | ) | 84 | ||||||||||
Tax effect |
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Other comprehensive income (loss) |
(162 | ) | 149 | (55 | ) | 84 | ||||||||||
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Comprehensive loss |
$ | (846 | ) | $ | (1,768 | ) | $ | (1,478 | ) | $ | (3,547 | ) | ||||
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See accompanying notes to consolidated financial statements.
5
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Dollars in thousands except per share data)
(Unaudited)
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income |
Treasury Stock |
Total Stockholders Equity |
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Balance at January 1, 2012 |
$ | 7,120 | $ | 9 | $ | 27,837 | $ | (22,163 | ) | $ | 386 | $ | (3,245 | ) | $ | 9,944 | ||||||||||||
Net loss |
(1,423 | ) | (1,423 | ) | ||||||||||||||||||||||||
Other comprehensive loss |
(55 | ) | (55 | ) | ||||||||||||||||||||||||
Accretion of discount on preferred stock |
27 | (27 | ) | | ||||||||||||||||||||||||
Release of 1,200 stock-based incentive plan shares |
7 | 7 | ||||||||||||||||||||||||||
Stock option expense, net of forfeitures |
3 | 3 | ||||||||||||||||||||||||||
Preferred stock dividends |
(194 | ) | (194 | ) | ||||||||||||||||||||||||
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Balance at June 30, 2012 |
$ | 7,147 | $ | 9 | $ | 27,847 | $ | (23,807 | ) | $ | 331 | $ | (3,245 | ) | $ | 8,282 | ||||||||||||
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See accompanying notes to consolidated financial statements.
6
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Dollars in thousands except per share data)
(Unaudited)
Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income |
Treasury Stock |
Total Stockholders Equity |
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Balance at January 1, 2011 |
$ | 7,069 | $ | 47 | $ | 27,759 | $ | (16,313 | ) | $ | 672 | $ | (3,245 | ) | $ | 15,989 | ||||||||||||
Net loss |
(3,631 | ) | (3,631 | ) | ||||||||||||||||||||||||
Other comprehensive loss |
84 | 84 | ||||||||||||||||||||||||||
Accretion of discount on preferred stock |
25 | (25 | ) | | ||||||||||||||||||||||||
Release of 1,227 stock-based incentive plan shares, net of forfeitures |
16 | 16 | ||||||||||||||||||||||||||
Stock option expense, net of forfeitures |
9 | 9 | ||||||||||||||||||||||||||
Preferred stock dividends |
(185 | ) | (185 | ) | ||||||||||||||||||||||||
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Balance at June 30, 2011 |
$ | 7,094 | $ | 47 | $ | 27,784 | $ | (20,154 | ) | $ | 756 | $ | (3,245 | ) | $ | 12,282 | ||||||||||||
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See accompanying notes to consolidated financial statements.
7
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six months ended June 30, | ||||||||
2012 | 2011 | |||||||
Net loss |
$ | (1,423 | ) | $ | (3,631 | ) | ||
Adjustments to reconcile net loss to net cash from operating activities: |
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Provision for loan losses |
400 | 1,851 | ||||||
Provision for losses on foreclosed assets |
182 | 1,139 | ||||||
Valuation gain on mortgage servicing rights |
(1 | ) | (3 | ) | ||||
Depreciation |
129 | 218 | ||||||
Amortization, net |
357 | 367 | ||||||
Net gains on sales of securities |
(143 | ) | | |||||
Originations of loans held for sale |
(11,697 | ) | (18,927 | ) | ||||
Proceeds from sale of loans held for sale |
11,360 | 19,133 | ||||||
Net gains on sales of loans |
(135 | ) | (64 | ) | ||||
Loss on disposal of premises and equipment |
4 | | ||||||
Loss on sale of assets held for sale |
| 2 | ||||||
Stock based compensation expense |
10 | 25 | ||||||
Net change in: |
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Bank owned life insurance |
(65 | ) | (65 | ) | ||||
Accrued interest receivable and other assets |
(667 | ) | (94 | ) | ||||
Accrued interest payable and other liabilities |
705 | 572 | ||||||
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Net cash from (used by) operating activities |
(984 | ) | 523 | |||||
Cash flows from investing activities |
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Available-for-sale securities: |
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Sales |
2,144 | | ||||||
Maturities, prepayments and calls |
5,854 | 4,737 | ||||||
Purchases |
(7,000 | ) | (3,491 | ) | ||||
Loan originations and payments, net |
18,338 | 17,445 | ||||||
Additions to premises and equipment |
(22 | ) | (53 | ) | ||||
Proceeds from the sale of assets held for sale |
| 533 | ||||||
Proceeds from the sale of foreclosed assets |
| 1,000 | ||||||
Proceeds from mortgage insurance on foreclosed assets |
29 | | ||||||
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Net cash from investing activities |
19,343 | 20,171 | ||||||
Cash flows from financing activities |
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Net change in deposits |
(18,740 | ) | 10,801 | |||||
Repayments on long-term FHLB advances and other debt |
(5,742 | ) | (5,200 | ) | ||||
Net change in advances by borrowers for taxes and insurance |
(104 | ) | (134 | ) | ||||
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Net cash from (used by) financing activities |
(24,586 | ) | 5,467 | |||||
Net change in cash and cash equivalents |
(6,227 | ) | 26,161 | |||||
Beginning cash and cash equivalents |
61,436 | 34,275 | ||||||
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Ending cash and cash equivalents |
$ | 55,209 | $ | 60,436 | ||||
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Supplemental cash flow information: |
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Interest paid |
$ | 1,344 | $ | 1,727 | ||||
Supplemental noncash disclosures: |
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Transfers from loans to repossessed assets |
$ | 186 | $ | | ||||
Loans transferred from held for sale to portfolio |
(109 | ) | |
See accompanying notes to consolidated financial statements.
8
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The consolidated financial statements include Central Federal Corporation (the Holding Company) and its wholly owned subsidiaries, CFBank, Ghent Road, Inc., and Smith Ghent LLC, together with the Holding Company referred to as the Company. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and in compliance with U.S. generally accepted accounting principles (GAAP). Because this report is based on an interim period, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
In the opinion of the management of the Company, the accompanying unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation of the Companys financial condition and the results of operations for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The financial performance reported for the Company for the six months ended June 30, 2012 is not necessarily indicative of the results that may be expected for the full year. This information should be read in conjunction with the Companys latest Annual Report to Stockholders and Form 10-K. Reference is made to the accounting policies of the Company described in Note 1 of the Notes to Consolidated Financial Statements contained in the Companys 2011 Annual Report that was filed as Exhibit 13.1 to the Companys Form 10-K for the year ended December 31, 2011. The Company has consistently followed those policies in preparing this Form 10-Q.
Reclassifications and Reverse Stock Split: Some items in the prior period financial statements were reclassified to conform to the current presentation. Reclassifications did not impact prior period net loss or total stockholders equity. On May 4, 2012, the Company completed a 1-for-5 reverse stock split, whereby each 5 shares of the Companys common stock were reclassified into one share of common stock. All share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented.
Earnings (Loss) Per Common Share: The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities (unvested share-based payment awards) according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share computation follow:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Basic |
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Net loss |
$ | (684 | ) | $ | (1,917 | ) | $ | (1,423 | ) | $ | (3,631 | ) | ||||
Less: Preferred dividends and accretion of discount on preferred stock |
(111 | ) | (106 | ) | (221 | ) | (210 | ) | ||||||||
Less: Net loss allocated to unvested share-based payment awards |
3 | 13 | 6 | 25 | ||||||||||||
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Net loss allocated to common stockholders |
$ | (792 | ) | $ | (2,010 | ) | $ | (1,638 | ) | $ | (3,816 | ) | ||||
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Weighted average common shares outstanding including unvested share-based payment awards |
825,491 | 825,366 | 825,469 | 825,363 | ||||||||||||
Less: Unvested share-based payment awards |
(2,700 | ) | (5,100 | ) | (3,000 | ) | (5,402 | ) | ||||||||
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Average shares |
822,791 | 820,266 | 822,469 | 819,961 | ||||||||||||
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Basic loss per common share |
$ | (0.96 | ) | $ | (2.45 | ) | $ | (1.99 | ) | $ | (4.65 | ) | ||||
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Diluted |
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Net loss allocated to common stockholders |
$ | (792 | ) | $ | (2,010 | ) | $ | (1,638 | ) | $ | (3,816 | ) | ||||
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Weighted average common shares outstanding for basic loss per common share |
822,791 | 820,266 | 822,469 | 819,961 | ||||||||||||
Add: Dilutive effects of assumed exercises of stock options |
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Add: Dilutive effects of assumed exercises of stock warrant |
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Average shares and dilutive potential common shares |
822,791 | 820,266 | 822,469 | 819,961 | ||||||||||||
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Diluted loss per common share |
$ | (0.96 | ) | $ | (2.45 | ) | $ | (1.99 | ) | $ | (4.65 | ) | ||||
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9
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The following potential average common shares were anti-dilutive and not considered in computing diluted loss per common share because the Company reported a net loss for the periods presented.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Stock options |
42,116 | 44,756 | 42,116 | 44,756 | ||||||||||||
Stock warrant |
67,314 | 67,314 | 67,314 | 67,314 |
Adoption of New Accounting Standards:
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04 to Fair Value Measurement (ASC 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU amends existing guidance to achieve common fair value measurement and disclosure requirements between U.S. and international accounting principles. Overall, the guidance is consistent with existing U.S. accounting principles; however, there are some amendments that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments in this guidance are effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the Companys consolidated financial statements, but the additional disclosures are included in Note 6.
In June 2011, the FASB issued ASU No. 2011-05 to Comprehensive Income (ASC 220), Presentation of Comprehensive Income. This ASU amended existing guidance and eliminated the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and are to be applied retrospectively. The adoption of this amendment changed the presentation of the statement of comprehensive income for the Company to two consecutive statements instead of presented as part of the consolidated statement of stockholders equity.
In December 2011, the FASB issued ASU No. 2011-12 to Comprehensive Income (ASC 220), Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. This ASU amended the guidance in ASU 2011-05 related to the presentation of the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. The amendments in this ASU are effective at the same time as the amendments in ASU 2011-05 so that entities will not be required to comply with the presentation requirements in ASU 2011-05 that this ASU is deferring. The amendments in this ASU are effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the Companys consolidated financial statements.
10
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 2 GOING CONCERN CONSIDERATIONS AND MANAGEMENTS PLANS
Going Concern Considerations:
The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. However, the events and circumstances described in this Note create substantial doubt about the Companys ability to continue as a going concern.
On May 25, 2011, the Holding Company and CFBank each consented to the issuance of an Order to Cease and Desist (the Holding Company Order and the CFBank Order, respectively, and collectively, the Orders) by the Office of Thrift Supervision (OTS), the primary regulator of the Holding Company and CFBank at the time the Orders were issued. In July 2011, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the Board of Governors of the Federal Reserve System (FED) replaced the OTS as the primary regulator of the Holding Company and the Office of the Comptroller of the Currency (OCC) replaced the OTS as the primary regulator of CFBank.
The Holding Company Order requires it, among other things, to: (i) submit by June 30, 2011 (and update by December 31, 2011 and every December 31 thereafter) a capital plan to regulators that establishes a minimum tangible capital ratio commensurate with the Holding Companys consolidated risk profile, reduces the risk from current debt levels and addresses the Holding Companys cash flow needs; (ii) not pay cash dividends, redeem stock or make any other capital distributions without prior regulatory approval; (iii) not pay interest or principal on any debt or increase any Holding Company debt or guarantee the debt of any entity without prior regulatory approval; (iv) obtain prior regulatory approval for changes in directors and senior executive officers; and (v) not enter into any new contractual arrangement related to compensation or benefits with any director or senior executive officer without prior notification to regulators.
The CFBank Order requires it, among other things, to: (i) have by September 30, 2011, and maintain thereafter, 8% core capital and 12% total risk-based capital, after establishing an adequate allowance for loan and lease losses; (ii) submit by June 30, 2011 (and update by December 31, 2011 and every December 31 thereafter) a capital and business plan to regulators that describes strategies to meet these required capital ratios and contains operating strategies to achieve realistic core earnings; (iii) submit a contingency plan providing for a merger or voluntary dissolution of CFBank if capital does not reach the required levels, which requirement was extended by the OCC until the earlier of 15 days after termination of the stock offering or January 31, 2012, and a further extension of this date has been requested of the OCC; (iv) not originate, participate in or acquire any nonresidential real estate loans or commercial loans without regulatory approval, which prohibition was waived by OCC on November 9, 2011 subject to certain Board approval conditions, loan policies and credit administration procedures; (v) adopt a revised credit administration policy, problem asset reduction plan, management succession plan and liquidity management policy; (vi) limit asset growth to net interest credited on deposit liabilities absent prior regulatory approval for additional growth; (vii) not pay cash dividends or make any other capital distributions without prior regulatory approval; (viii) obtain prior regulatory approval for changes in directors and senior executive officers; (ix) not enter into any new contractual arrangement related to compensation or benefits with any director or senior executive officer without prior notification to regulators; (x) not enter into any significant arrangement or contract with a third party service provider without prior regulatory approval; and (xi) comply with the Federal Deposit Insurance Corporation (FDIC) limits on brokered deposits. As a result of the CFBank Order, CFBank is considered adequately capitalized for regulatory purposes.
The Company has been unprofitable for over the past three years and, unless additional capital is infused into the Holding Company and CFBank, it is unlikely that we will be able to generate profits in the future. This would cause our capital levels to continue to erode. If that happens, the regulators could take additional enforcement action against us, including the imposition of further operating restrictions. The regulators could also direct us to seek a merger partner, liquidate CFBank or be placed into receivership.
The Holding Company is significantly dependent on dividends from CFBank to provide the liquidity necessary to meet its obligations. As of June 30, 2012, pursuant to the CFBank Order, CFBank may not declare or pay dividends or make any other capital distributions without receiving the prior written approval of the OCC. Future dividend payments by CFBank to the Holding Company would be based on future earnings and the approval of the OCC. The payment of dividends from CFBank to the Holding Company is not likely to be approved by the OCC while CFBank is suffering significant losses.
11
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 2 GOING CONCERN CONSIDERATIONS AND MANAGEMENTS PLANS (continued)
The significant directives contained in the Orders, including higher capital requirements, requirements to reduce the level of our criticized and classified assets, growth and operating restrictions, restrictions on brokered deposits, restrictions on certain types of lending and restrictions on dividend payments have impeded and may further impede our ability to operate our business and to effectively compete in our markets. In addition, the regulators must approve any deviation from our business plan, which could limit our ability to make any changes to our business and could negatively impact the scope and flexibility of our business activities.
The requirements of the Orders will remain in effect until terminated, modified or suspended by regulators.
Managements Plans:
The Company announced the terms of a registered common stock offering of up to $30,000 on August 9, 2011. The registered common stock offering consisted of a $24,965 rights offering and a $5,035 offering to a group of standby purchasers. Under the terms of the rights offering, all record holders of the Companys common stock as of February 8, 2012 received, at no charge, one subscription right for each share of common stock held as of the record date, which was prior to the 1 for 5 reverse stock split effective May 4, 2012. Each subscription right entitled the holder of the right to purchase 6.0474 shares of Company common stock (pre-split) at a subscription price of $1.00 per share (pre-split). Shares were also available to the public at $1.00 per share. In addition, for each three shares of company stock purchased, purchasers were to receive, at no charge, one warrant to purchase one additional share of common stock at a purchase price of $1.00 per share. The warrants were to be exercisable for three years. The Company had separately entered into a series of standby purchase agreements with a group of investors led by Timothy T. ODell, Thad R. Perry and Robert E. Hoeweler. Under the standby purchase agreements, the standby purchasers were to acquire 5.0 million shares of Company common stock at a price of $1.00 per share and receive warrants with the same terms and conditions as all purchasers in the rights offering. The standby purchasers had conditioned their purchase of shares of common stock upon the receipt by the Company of at least $16,500 in net proceeds from the rights offering. The registration statement related to the rights offering is on file with the SEC and became effective on February 8, 2012.
The Company suspended this offering and returned all subscriptions received. The Company modified the terms of the offering and filed post-effective amendments to its registration statement with the SEC, which was declared effective on June 14, 2012.
The terms of the restructured registered common stock offering were as follows: a rights offering of up to $18,000 and a $4,500 offering to a group of standby purchasers, as well as a public offering of any unsold shares. Under the terms of the rights offering, all holders of the Companys common stock as of the record date, June 14, 2012, received, at no charge, one subscription right for each share of common stock held as of the record date, which was after the 1 for 5 reverse stock split effective May 4, 2012. Each subscription right entitled the holder of the right to purchase 14.5329 shares of Company common stock (post-split) at a subscription price of $1.50 per share (post-split). The rights offering period expired on July 16, 2012, and unsubscribed shares were made available to the public beginning on July 17, 2012 at $1.50 per share. The public offering of unsubscribed shares of common stock will end on or before August 14, 2012. The Company separately entered into a series of standby purchase agreements with a group of investors led by Timothy T. ODell, Thad R. Perry and Robert E. Hoeweler. Under the standby purchase agreements, the standby purchasers will acquire 3.0 million shares of Company common stock at a price of $1.50 per share. The standby purchasers have conditioned their purchase of shares of common stock upon the receipt by the Company of at least $13,500 in net proceeds from the rights offering and public offering.
A portion of the proceeds from the restructured registered common stock offering is expected to be retained by the Holding Company for general corporate purposes and is estimated to be sufficient to support the Holding Companys cash requirements. Given the uncertainty surrounding CFBanks future ability to pay dividends to the Holding Company, the current levels of problem assets, the continuing depressed economy and the longer periods of time necessary to work out problem assets in the current economy, the Board of Directors and management are relying on completion of the restructured registered common stock offering to provide additional funding to support the Holding Companys working capital needs. Should the restructured registered common stock offering be unsuccessful, there can be no assurance that additional funding sources will be available, which would have a material adverse impact on our financial condition.
12
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 2 GOING CONCERN CONSIDERATIONS AND MANAGEMENTS PLANS (continued)
Without additional capital, it is unlikely that the Holding Company will have sufficient liquidity to continue to meet its operating expenses as they become due. This could result in the Holding Company being subject to additional regulatory restrictions which could ultimately result in the Holding Company being instructed to seek a merger partner, liquidate CFBank or be placed into receivership.
The Holding Companys available cash at June 30, 2012 is believed by management to be sufficient to cover operating expenses and expenses in connection with the restructured registered common stock offering, at their current projected levels, through approximately December 31, 2012. No assurance can be given that operating expenses, including expenses in connection with the registered common stock offering, will not increase from their current projected levels. As a result, there can be no assurance of the sufficiency of the Holding Companys cash through December 31, 2012. The Board of Directors elected to defer scheduled dividend payments related to the Preferred Stock, as defined in Note 11 to these consolidated financial statements, beginning with the November 15, 2010 payment, and the interest payments on the subordinated debentures beginning with the December 30, 2010 payment, in order to preserve cash at the Holding Company. The Company expects that the Board will also elect to defer future payments until the Company is recapitalized. Pursuant to the Holding Company Order, the Holding Company may not pay dividends on the Preferred Stock or interest on the subordinated debentures without the prior written notice to and written non-objection from the FED.
As of June 30, 2012, the Company had incurred and paid $1.2 million in costs related to the registered common stock offering that are included in other assets in the consolidated balance sheet. Costs related to the registered common stock offering incurred and paid by the Holding Company totaled $452,000 and those incurred and paid by CFBank totaled $768,000 as of June 30, 2012. The Company expects to incur additional costs prior to completion of the restructured stock offering. In the event the restructured registered common stock offering is not successful, these costs will be charged against current operations and will have a negative impact on earnings.
Because CFBank is no longer considered to be well-capitalized for regulatory purposes, it is prohibited from accepting or renewing brokered deposits, including reciprocal deposits in the Certificate of Deposit Account Registry Service® (CDARS) program, without FDIC approval. CFBank received limited waivers from the prohibition on renewal of reciprocal CDARS deposits from the FDIC, each for 90 day periods which expired on September 20, 2011, December 19, 2011, March 18, 2012, June 16, 2012 and a current limited waiver which expires on September 14, 2012. The current limited waiver allows CFBank to roll over or renew core deposits in the reciprocal CDARS program that have yet to mature or have matured and remained with CFBank between June 17, 2012 and September 14, 2012. Management intends to submit additional requests for waivers in the future; however, there can be no assurance that the requests will be granted by the FDIC or that customers will roll over or renew their CDARS deposits even if CFBank is granted additional waivers.
The prohibition on brokered deposits significantly limits CFBanks ability to participate in the CDARS program and impacts CFBanks liquidity management. As a result of the losses in 2009, 2010 and the first quarter of 2011, management had been concerned that CFBank would be restricted from accepting or renewing brokered deposits, in addition to other regulatory restrictions, and moved aggressively in 2011, prior to receipt of the CFBank Order, to build on-balance-sheet liquidity to deal with scheduled brokered deposit maturities and the potential impact of other regulatory restrictions on liquidity. At June 30, 2012, CFBank had $43,335 in brokered deposits with maturity dates from July 2012 through August 2016. At June 30, 2012, cash, unpledged securities and deposits in other financial institutions totaled $56,194, which was sufficient to cover all brokered deposit maturities. Brokered deposit maturities over the next five years are as follows:
June 30, 2013 |
$ | 18,942 | ||
June 30, 2014 |
14,367 | |||
June 30, 2015 |
3,412 | |||
June 30, 2016 |
6,415 | |||
June 30, 2017 |
199 | |||
|
|
|||
$ | 43,335 | |||
|
|
13
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 2 GOING CONCERN CONSIDERATIONS AND MANAGEMENTS PLANS (continued)
We have taken such actions as we believe are necessary to comply with all requirements of the Orders which are currently effective, except the higher capital requirements, and we are continuing to work toward compliance with the provisions of the Orders having future compliance dates.
These financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.
14
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 3 SECURITIES
The following table summarizes the amortized cost and fair value of the available-for-sale securities portfolio at June 30, 2012 and December 31, 2011 and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (loss):
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
June 30, 2012 |
||||||||||||||||
Issued by U.S. government-sponsored entities and agencies: |
||||||||||||||||
Mortgage-backed securitiesresidential |
$ | 1,655 | $ | 100 | $ | | $ | 1,755 | ||||||||
Collateralized mortgage obligations |
15,326 | 231 | | 15,557 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 16,981 | $ | 331 | $ | | $ | 17,312 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
December 31, 2011 |
||||||||||||||||
Issued by U.S. government-sponsored entities and agencies: |
||||||||||||||||
Mortgage-backed securitiesresidential |
$ | 1,475 | $ | 198 | $ | | $ | 1,673 | ||||||||
Collateralized mortgage obligations |
16,655 | 204 | 16 | 16,843 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 18,130 | $ | 402 | $ | 16 | $ | 18,516 | ||||||||
|
|
|
|
|
|
|
|
There was no other-than-temporary impairment recognized in accumulated other comprehensive income (loss) for securities available for sale at June 30, 2012 or December 31, 2011.
The proceeds from the sales of securities for the three and six months ended June 30, 2012 are listed below. There were no proceeds from sales for the three and six months ended June 30, 2011.
Three months ended June 30, |
Six months ended June 30, |
|||||||
2012 | 2012 | |||||||
Proceeds |
$ | 2,144 | $ | 2,144 | ||||
Gross gains |
143 | 143 | ||||||
Gross losses |
| | ||||||
Tax effectexpense |
$ | | $ | |
At June 30, 2012 and December 31, 2011, there were no debt securities contractually due at a single maturity date. The amortized cost and fair value of mortgage-backed securities and collateralized mortgage obligations which are not due at a single maturity date, totaled $16,981 and $17,312 at June 30, 2012, respectively, and $18,130 and $18,516 at December 31, 2011, respectively.
15
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 3 SECURITIES (continued)
Fair value of securities pledged was as follows:
June 30, 2012 |
December 31, 2011 |
|||||||
Pledged as collateral for: |
||||||||
FHLB advances |
$ | 5,994 | $ | 9,336 | ||||
Public deposits |
1,917 | 2,820 | ||||||
Customer repurchase agreements |
5,330 | 3,557 | ||||||
Interest-rate swaps |
1,770 | 1,464 | ||||||
|
|
|
|
|||||
Total |
$ | 15,011 | $ | 17,177 | ||||
|
|
|
|
At June 30, 2012 and December 31, 2011, there were no holdings of securities of any one issuer, other than U.S. government-sponsored entities and agencies, in an amount greater than 10% of stockholders equity.
There were no securities with unrealized losses at June 30, 2012. The following table summarizes securities with unrealized losses at December 31, 2011 aggregated by major security type and length of time in a continuous unrealized loss position.
December 31, 2011 | Less than 12 Months | 12 Months or More | Total | |||||||||||||||||||||
Description of Securities |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
||||||||||||||||||
Issued by U.S. government-sponsored entities and agencies: |
||||||||||||||||||||||||
Collateralized mortgage obligations |
$ | 2,882 | $ | 16 | $ | | $ | | $ | 2,882 | $ | 16 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total temporarily impaired |
$ | 2,882 | $ | 16 | $ | | $ | | $ | 2,882 | $ | 16 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The unrealized loss at December 31, 2011 is related to two Ginnie Mae collateralized mortgage obligations. These securities carry the full faith and credit guarantee of the U.S. government. Because the decline in fair value is attributable to changes in market conditions, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell these securities before their anticipated recovery, the Company did not consider these securities to be other-than-temporarily impaired at December 31, 2011.
16
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS
The following table presents the recorded investment in loans by portfolio segment. The recorded investment in loans includes the principal balance outstanding adjusted for purchase premiums and discounts, deferred loan fees and costs and includes accrued interest.
June 30, 2012 |
December 31, 2011 |
|||||||
Commercial |
$ | 20,599 | $ | 25,994 | ||||
Real estate: |
||||||||
Single-family residential |
17,710 | 18,214 | ||||||
Multi-family residential |
23,070 | 27,163 | ||||||
Commercial |
61,632 | 69,757 | ||||||
Consumer: |
||||||||
Home equity lines of credit |
13,662 | 14,921 | ||||||
Other |
1,113 | 1,221 | ||||||
|
|
|
|
|||||
Subtotal |
137,786 | 157,270 | ||||||
Less: ALLL |
(5,434 | ) | (6,110 | ) | ||||
|
|
|
|
|||||
Loans, net |
$ | 132,352 | $ | 151,160 | ||||
|
|
|
|
17
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The ALLL is a valuation allowance for probable incurred credit losses in the loan portfolio based on managements evaluation of various factors including past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. A provision for loan losses is charged to operations based on managements periodic evaluation of these and other pertinent factors described in Note 1 of the Notes to Consolidated Financial Statements contained in the Companys 2011 Annual Report that was filed as Exhibit 13.1 to the Companys Form 10-K for the year ended December 31, 2011.
The following tables present the activity in the ALLL by portfolio segment for the three and six months ended June 30, 2012:
Three months ended June 30, 2012 | ||||||||||||||||||||||||||||
Real Estate | Consumer | |||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Home equity lines of credit |
Other | Total | ||||||||||||||||||||||
Beginning balance |
$ | 1,802 | $ | 190 | $ | 1,446 | $ | 1,912 | $ | 274 | $ | 17 | $ | 5,641 | ||||||||||||||
Addition to (reduction in) provision for loan losses |
(589 | ) | 58 | (58 | ) | 712 | 45 | 32 | 200 | |||||||||||||||||||
Charge-offs |
(84 | ) | (7 | ) | (18 | ) | (496 | ) | (40 | ) | (34 | ) | (679 | ) | ||||||||||||||
Recoveries |
248 | 4 | | 2 | 7 | 2 | 263 | |||||||||||||||||||||
Reclass of ALLL on loan-related commitments (1) |
9 | | | | | | 9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending balance |
$ | 1,386 | $ | 245 | $ | 1,370 | $ | 2,130 | $ | 286 | $ | 17 | $ | 5,434 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Reclassified from (to) accrued interest payable and other liabilities in the consolidated balance sheet |
18
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
Six months ended June 30, 2012 | ||||||||||||||||||||||||||||
Real Estate | Consumer | |||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Home equity lines of credit |
Other | Total | ||||||||||||||||||||||
Beginning balance |
$ | 2,281 | $ | 207 | $ | 1,470 | $ | 1,863 | $ | 272 | $ | 17 | $ | 6,110 | ||||||||||||||
Addition to (reduction in) provision for loan losses |
(1,097 | ) | 39 | 312 | 1,059 | 64 | 23 | 400 | ||||||||||||||||||||
Charge-offs |
(99 | ) | (7 | ) | (434 | ) | (930 | ) | (60 | ) | (34 | ) | (1,564 | ) | ||||||||||||||
Recoveries |
292 | 6 | 22 | 138 | 10 | 11 | 479 | |||||||||||||||||||||
Reclass of ALLL on loan-related |
9 | | | | | | 9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ending balance |
$ | 1,386 | $ | 245 | $ | 1,370 | $ | 2,130 | $ | 286 | $ | 17 | $ | 5,434 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Reclassified from (to) accrued interest payable and other liabilities in the consolidated balance sheet |
The following tables present the activity in the ALLL by portfolio segment for the three and six months ended June 30, 2011:
Three months ended June 30, 2011 | ||||||||||||||||||||||||||||||||
Real Estate | Consumer | |||||||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Construction | Home equity lines of credit |
Other | Total | |||||||||||||||||||||||||
Beginning balance |
$ | 3,141 | $ | 233 | $ | 1,939 | $ | 3,848 | $ | 34 | $ | 201 | $ | 21 | $ | 9,417 | ||||||||||||||||
Addition to (reduction in) provision for loan losses |
240 | 14 | 693 | (488 | ) | (34 | ) | 16 | (9 | ) | 432 | |||||||||||||||||||||
Charge-offs |
(640 | ) | (7 | ) | (450 | ) | (850 | ) | | | | (1,947 | ) | |||||||||||||||||||
Recoveries |
| 2 | 1 | 122 | | 3 | 7 | 135 | ||||||||||||||||||||||||
Reclass of ALLL on loan-related commitments (1) |
13 | | | | | | | 13 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ending balance |
$ | 2,754 | $ | 242 | $ | 2,183 | $ | 2,632 | $ | | $ | 220 | $ | 19 | $ | 8,050 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Reclassified from (to) accrued interest payable and other liabilities in the consolidated balance sheet |
19
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
Six months ended June 30, 2011 | ||||||||||||||||||||||||||||||||
Real Estate | Consumer | |||||||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Construction | Home equity lines of credit |
Other | Total | |||||||||||||||||||||||||
Beginning balance |
$ | 1,879 | $ | 241 | $ | 2,520 | $ | 4,719 | $ | 74 | $ | 303 | $ | 22 | $ | 9,758 | ||||||||||||||||
Addition to (reduction in) provision for loan losses |
1,945 | 11 | 911 | (860 | ) | (74 | ) | (88 | ) | 6 | 1,851 | |||||||||||||||||||||
Charge-offs |
(1,140 | ) | (14 | ) | (1,250 | ) | (1,350 | ) | | | (18 | ) | (3,772 | ) | ||||||||||||||||||
Recoveries |
71 | 4 | 2 | 123 | | 5 | 9 | 214 | ||||||||||||||||||||||||
Reclass of ALLL on loan-related commitments (1) |
(1 | ) | | | | | | | (1 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ending balance |
$ | 2,754 | $ | 242 | $ | 2,183 | $ | 2,632 | $ | | $ | 220 | $ | 19 | $ | 8,050 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Reclassified from (to) accrued interest payable and other liabilities in the consolidated balance sheet |
20
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents the balance in the ALLL and the recorded investment in loans by portfolio segment and based on the impairment method as of June 30, 2012:
Real Estate | Consumer | |||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Home equity lines of credit |
Other | Total | ||||||||||||||||||||||
ALLL: |
||||||||||||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 569 | $ | 49 | $ | 12 | $ | 285 | $ | | $ | | $ | 915 | ||||||||||||||
Collectively evaluated for impairment |
817 | 196 | 1,358 | 1,845 | 286 | 17 | 4,519 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total ending allowance balance |
$ | 1,386 | $ | 245 | $ | 1,370 | $ | 2,130 | $ | 286 | $ | 17 | $ | 5,434 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 809 | $ | 130 | $ | 4,032 | $ | 5,815 | $ | | $ | | $ | 10,786 | ||||||||||||||
Collectively evaluated for impairment |
19,790 | 17,580 | 19,038 | 55,817 | 13,662 | 1,113 | 127,000 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total ending loan balance |
$ | 20,599 | $ | 17,710 | $ | 23,070 | $ | 61,632 | $ | 13,662 | $ | 1,113 | $ | 137,786 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents the balance in the ALLL and the recorded investment in loans by portfolio segment and based on the impairment method as of December 31, 2011:
Real Estate | Consumer | |||||||||||||||||||||||||||
Commercial | Single-family | Multi-family | Commercial | Home equity lines of credit |
Other | Total | ||||||||||||||||||||||
ALLL: |
||||||||||||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 624 | $ | | $ | 11 | $ | 262 | $ | | $ | | $ | 897 | ||||||||||||||
Collectively evaluated for impairment |
1,657 | 207 | 1,459 | 1,601 | 272 | 17 | 5,213 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total ending allowance balance |
$ | 2,281 | $ | 207 | $ | 1,470 | $ | 1,863 | $ | 272 | $ | 17 | $ | 6,110 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans: |
||||||||||||||||||||||||||||
Individually evaluated for impairment |
$ | 821 | $ | | $ | 5,090 | $ | 6,085 | $ | 135 | $ | | $ | 12,131 | ||||||||||||||
Collectively evaluated for impairment |
25,173 | 18,214 | 22,073 | 63,672 | 14,786 | 1,221 | 145,139 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total ending loan balance |
$ | 25,994 | $ | 18,214 | $ | 27,163 | $ | 69,757 | $ | 14,921 | $ | 1,221 | $ | 157,270 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents loans individually evaluated for impairment by class of loans at June 30, 2012. The unpaid principal balance is the contractual principal balance outstanding. The recorded investment is the unpaid principal balance adjusted for partial charge-offs, purchase premiums and discounts, deferred loan fees and costs and includes accrued interest. There was no cash-basis interest income recognized during the three and six months ended June 30, 2012.
As of June 30, 2012 | Three months ended June 30, 2012 | Six months ended June 30, 2012 | ||||||||||||||||||||||||||
Unpaid Principal Balance |
Recorded Investment |
ALLL Allocated |
Average Recorded Investment |
Interest Income Recognized |
Average Recorded Investment |
Interest Income Recognized |
||||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||||||||||
Commercial |
$ | 147 | $ | 132 | $ | | $ | 133 | $ | | $ | 89 | $ | | ||||||||||||||
Real estate: |
||||||||||||||||||||||||||||
Multi-family residential |
4,970 | 3,942 | | 3,955 | 29 | 4,099 | 39 | |||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||
Non-owner occupied |
2,672 | 1,882 | | 1,909 | | 1,571 | | |||||||||||||||||||||
Owner occupied |
839 | 409 | | 413 | | 422 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total with no allowance recorded |
8,628 | 6,365 | | 6,410 | 29 | 6,181 | 39 | |||||||||||||||||||||
With an allowance recorded: |
||||||||||||||||||||||||||||
Commercial |
677 | 677 | 569 | 679 | 9 | 687 | 22 | |||||||||||||||||||||
Real estate: |
||||||||||||||||||||||||||||
Single-family residential |
130 | 130 | 49 | 131 | | 111 | | |||||||||||||||||||||
Multi-family residential |
90 | 90 | 12 | 90 | 2 | 91 | 3 | |||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||
Non-owner occupied |
2,684 | 2,684 | 261 | 2,411 | 36 | 2,404 | 87 | |||||||||||||||||||||
Owner occupied |
405 | 405 | 7 | 406 | 6 | 407 | 12 | |||||||||||||||||||||
Land |
480 | 435 | 17 | 438 | 6 | 461 | 13 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total with an allowance recorded |
4,466 | 4,421 | 915 | 4,155 | 59 | 4,161 | 137 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 13,094 | $ | 10,786 | $ | 915 | $ | 10,565 | $ | 88 | $ | 10,342 | $ | 176 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents loans individually evaluated for impairment by class of loans at December 31, 2011. The unpaid principal balance is the contractual principal balance outstanding. The recorded investment is the unpaid principal balance adjusted for partial charge-offs, purchase premiums and discounts, deferred loan fees and costs and includes accrued interest. There was no cash-basis interest income recognized during the three and six months ended June 30, 2011.
As of December 31, 2011 | Three months ended June 30, 2011 | Six months ended June 30, 2011 | ||||||||||||||||||||||||||
Unpaid Principal Balance |
Recorded Investment |
ALLL Allocated |
Average Recorded Investment |
Interest Income Recognized |
Average Recorded Investment |
Interest Income Recognized |
||||||||||||||||||||||
With no related allowance recorded: |
||||||||||||||||||||||||||||
Commercial |
$ | 573 | $ | 47 | $ | | $ | 154 | $ | | $ | 149 | $ | | ||||||||||||||
Real estate: |
||||||||||||||||||||||||||||
Multi-family residential |
6,742 | 4,996 | | | | 47 | | |||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||
Non-owner occupied |
2,177 | 1,755 | | 75 | | 76 | | |||||||||||||||||||||
Owner occupied |
876 | 446 | | | | | | |||||||||||||||||||||
Land |
| | | 686 | 11 | 690 | 21 | |||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||||||
Home equity lines of credit: |
||||||||||||||||||||||||||||
Originated for portfolio |
135 | 135 | | 136 | | 136 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total with no allowance recorded |
10,503 | 7,379 | | 1,051 | 11 | 1,098 | 21 | |||||||||||||||||||||
With an allowance recorded: |
||||||||||||||||||||||||||||
Commercial |
796 | 774 | 624 | 1,112 | | 1,487 | | |||||||||||||||||||||
Real estate: |
||||||||||||||||||||||||||||
Multi-family residential |
94 | 94 | 11 | 3,147 | | 3,433 | | |||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||
Non-owner occupied |
2,823 | 2,823 | 210 | 1,623 | | 1,938 | | |||||||||||||||||||||
Owner occupied |
411 | 411 | 20 | 1,051 | | 1,051 | | |||||||||||||||||||||
Land |
766 | 650 | 32 | | | | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total with an allowance recorded |
4,890 | 4,752 | 897 | 6,933 | | 7,909 | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 15,393 | $ | 12,131 | $ | 897 | $ | 7,984 | $ | 11 | $ | 9,007 | $ | 21 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents the recorded investment in nonaccrual loans by class of loans:
June 30, 2012 | December 31, 2011 | |||||||
Nonaccrual loans: |
||||||||
Commercial |
$ | 132 | $ | 47 | ||||
Real estate: |
||||||||
Single-family residential |
551 | 736 | ||||||
Multi-family residential |
2,035 | 4,996 | ||||||
Commercial: |
||||||||
Non-owner occupied |
1,882 | 1,910 | ||||||
Owner occupied |
409 | 446 | ||||||
Consumer: |
||||||||
Home equity lines of credit: |
||||||||
Originated for portfolio |
66 | 157 | ||||||
Purchased for portfolio |
81 | 9 | ||||||
|
|
|
|
|||||
Total nonaccrual and nonperforming loans |
$ | 5,156 | $ | 8,301 | ||||
|
|
|
|
Nonaccrual loans include both smaller balance single-family mortgage and consumer loans that are collectively evaluated for impairment and individually classified impaired loans. There were no loans 90 days or more past due and still accruing interest at June 30, 2012 or December 31, 2011.
25
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents the aging of the recorded investment in past due loans by class of loans as of June 30, 2012:
30 - 59 Days Past Due |
60 - 89 Days Past Due |
Greater than 90 Days Past Due |
Total Past Due | Loans Not Past Due |
Nonaccrual Loans Not > 90 days Past Due |
|||||||||||||||||||
Commercial |
$ | | $ | | $ | 132 | $ | 132 | $ | 20,467 | $ | | ||||||||||||
Real estate: |
||||||||||||||||||||||||
Single-family residential |
348 | 248 | 91 | 687 | 17,023 | 460 | ||||||||||||||||||
Multi-family residential |
| | 2,035 | 2,035 | 21,035 | | ||||||||||||||||||
Commercial: |
||||||||||||||||||||||||
Non-owner occupied |
301 | | 1,016 | 1,317 | 29,799 | 866 | ||||||||||||||||||
Owner occupied |
| | 409 | 409 | 25,405 | | ||||||||||||||||||
Land |
| | | | 4,702 | | ||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Home equity lines of credit: |
||||||||||||||||||||||||
Originated for portfolio |
54 | | 66 | 120 | 11,143 | | ||||||||||||||||||
Purchased for portfolio |
132 | | 81 | 213 | 2,186 | | ||||||||||||||||||
Other |
20 | | | 20 | 1,093 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 855 | $ | 248 | $ | 3,830 | $ | 4,933 | $ | 132,853 | $ | 1,326 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
26
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The following table presents the aging of the recorded investment in past due loans by class of loans as of December 31, 2011:
30 - 59 Days Past Due |
60 - 89 Days Past Due |
Greater than 90 Days Past Due |
Total Past Due | Loans Not Past Due |
Nonaccrual Loans Not > 90 Days Past Due |
|||||||||||||||||||
Commercial |
$ | 103 | $ | | $ | | $ | 103 | $ | 25,891 | $ | 47 | ||||||||||||
Real estate: |
||||||||||||||||||||||||
Single-family residential |
714 | 474 | 491 | 1,679 | 16,535 | 245 | ||||||||||||||||||
Multi-family residential |
| | 3,065 | 3,065 | 24,098 | 1,931 | ||||||||||||||||||
Commercial: |
||||||||||||||||||||||||
Non-owner occupied |
173 | 275 | 68 | 516 | 35,899 | 1,842 | ||||||||||||||||||
Owner occupied |
| | | | 27,900 | 446 | ||||||||||||||||||
Land |
| | | | 5,442 | | ||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Home equity lines of credit: |
||||||||||||||||||||||||
Originated for portfolio |
22 | | 135 | 157 | 12,126 | 22 | ||||||||||||||||||
Purchased for portfolio |
| | 9 | 9 | 2,629 | | ||||||||||||||||||
Other |
| 30 | | 30 | 1,191 | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,012 | $ | 779 | $ | 3,768 | $ | 5,559 | $ | 151,711 | $ | 4,533 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
27
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
Troubled Debt Restructurings (TDRs):
The Company has allocated $915 and $897 of specific reserves to loans whose terms have been modified in TDRs as of June 30, 2012 and December 31, 2011. The Company has not committed to lend additional amounts as of June 30, 2012 or December 31, 2011 to customers with outstanding loans that are classified as nonaccrual TDRs.
During the quarter ended June 30, 2012, the terms of one loan were modified as a TDR, where concessions were granted to a borrower experiencing financial difficulties. The modification of the terms of this non-owner occupied commercial real estate loan included an extension of the maturity date from May 31, 2012 to September 30, 2012 and required a $50 principal repayment at the date of modification.
During the six months ended June 30, 2012, the terms of 2 loans were modified as TDRs, where concessions were granted to borrowers experiencing financial difficulties. In addition to the loan described in the preceding paragraph, one single-family residential loan was modified as a TDR during the six months ended June 30, 2012 and included a reduction in the stated interest rate of the loan from 10% to 5%, a waiver of a portion of the accrued and unpaid interest, addition of the remaining accrued and unpaid interest to the principal balance and extension of the maturity date from 2034 to 2042. This modification involved a reduction in the stated interest rate of the loan for a period of 30 years.
The following table presents loans modified as TDRs by class of loans during the three and six months ended June 30, 2012:
Three months ended June 30, 2012 | Six months ended June 30, 2012 | |||||||||||||||||||||||
Number of Loans |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
Number of Loans |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
|||||||||||||||||||
Real estate: |
||||||||||||||||||||||||
Single-family residential |
| $ | | $ | | 1 | $ | 132 | $ | 138 | ||||||||||||||
Commercial: |
||||||||||||||||||||||||
Non-owner occupied |
1 | 478 | 428 | 1 | 478 | 428 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
1 | $ | 478 | $ | 428 | 2 | $ | 610 | $ | 566 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The TDRs described resulted in a $46 increase in the ALLL during the three and six months ended June 30, 2012 and did not result in a charge-off during the three and six months ended June 30, 2012.
There were no TDRs in payment default or that became nonperforming during the period ended June 30, 2012, that had been modified within the twelve months ended June 30, 2012. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms, at which time the loan is re-evaluated to determine whether an impairment loss should be recognized, either through a write-off or specific valuation allowance, so that the loan is reported, net, at the present value of estimated future cash flows, or at the fair value of collateral, less cost to sell, if repayment is expected solely from the collateral.
The terms of certain other loans were modified during the six months ended June 30, 2012 that did not meet the definition of a TDR. These loans had a total recorded investment as of June 30, 2012 of $5,448. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties, a delay in a payment that was considered to be insignificant or there were no concessions granted.
28
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Companys internal underwriting policy.
There were no loans which were modified during the three or six months ended June 30, 2012 that did not meet the definition of a TDR due to a delay in payment that was considered to be insignificant.
Nonaccrual loans include loans that were modified and identified as TDRs and the loans are not performing. At June 30, 2012 and December 31, 2011, nonaccrual TDRs were as follows:
June 30, 2012 | December 31, 2011 | |||||||
Commercial |
$ | | $ | 47 | ||||
Real estate: |
||||||||
Single-family residential |
130 | | ||||||
Multi-family residential |
| 2,527 | ||||||
Commercial: |
||||||||
Owner occupied |
410 | 446 | ||||||
|
|
|
|
|||||
Total |
$ | 540 | $ | 3,020 | ||||
|
|
|
|
Nonaccrual loans at June 30, 2012 and December 31, 2011 do not include $6,198 and $4,597, respectively, of TDRs where customers have established a sustained period of repayment performance, generally six months, loans are current according to their modified terms and repayment of the remaining contractual payments is expected. These loans are included in total impaired loans.
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Management analyzes loans individually by classifying the loans as to credit risk. This analysis includes commercial, commercial real estate and multi-family residential real estate loans. Internal loan reviews for these loan types are performed at least annually, and more often for loans with higher credit risk. Adjustments to loan risk ratings are made based on the reviews and at any time information is received that may affect risk ratings. The following definitions are used for risk ratings:
Special Mention. Loans classified as special mention have a potential weakness that deserves managements close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of CFBanks credit position at some future date.
Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that there will be some loss if the deficiencies are not corrected.
Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
29
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
Loans not meeting the criteria to be classified into one of the above categories are considered to be not rated or pass-rated loans. Loans listed as not rated are primarily groups of homogeneous loans. Past due information is the primary credit indicator for groups of homogenous loans. Loans listed as pass-rated loans are loans that are subject to internal loan reviews and are determined not to meet the criteria required to be classified as special mention, substandard or doubtful. The recorded investment in loans by risk category and by class of loans as of June 30, 2012 and based on the most recent analysis performed follows. There were no loans rated doubtful at June 30, 2012.
Not Rated | Pass | Special Mention | Substandard | Total | ||||||||||||||||
Commercial |
$ | 356 | $ | 15,768 | $ | 3,194 | $ | 1,281 | $ | 20,599 | ||||||||||
Real estate: |
||||||||||||||||||||
Single-family residential |
17,159 | | | 551 | 17,710 | |||||||||||||||
Multi-family residential |
| 12,418 | 5,840 | 4,812 | 23,070 | |||||||||||||||
Commercial: |
||||||||||||||||||||
Non-owner occupied |
342 | 22,071 | 3,043 | 5,660 | 31,116 | |||||||||||||||
Owner occupied |
| 21,543 | 3,078 | 1,193 | 25,814 | |||||||||||||||
Land |
905 | 251 | 436 | 3,110 | 4,702 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Home equity lines of credit: |
||||||||||||||||||||
Originated for portfolio |
11,197 | | | 66 | 11,263 | |||||||||||||||
Purchased for portfolio |
1,873 | | 445 | 81 | 2,399 | |||||||||||||||
Other |
1,113 | | | | 1,113 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 32,945 | $ | 72,051 | $ | 16,036 | $ | 16,754 | $ | 137,786 | |||||||||||
|
|
|
|
|
|
|
|
|
|
30
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 4 LOANS (continued)
The recorded investment in loans by risk category and by class of loans as of December 31, 2011 follows.
Not Rated | Pass | Special Mention | Substandard | Doubtful | Total | |||||||||||||||||||
Commercial |
$ | 432 | $ | 19,591 | $ | 2,062 | $ | 3,909 | $ | | $ | 25,994 | ||||||||||||
Real estate: |
||||||||||||||||||||||||
Single-family residential |
17,478 | | | 736 | | 18,214 | ||||||||||||||||||
Multi-family residential |
| 15,395 | 4,539 | 6,822 | 407 | 27,163 | ||||||||||||||||||
Commercial: |
||||||||||||||||||||||||
Non-owner occupied |
365 | 22,159 | 5,717 | 8,176 | | 36,417 | ||||||||||||||||||
Owner occupied |
| 22,526 | 3,474 | 1,898 | | 27,898 | ||||||||||||||||||
Land |
954 | 1,123 | | 3,365 | | 5,442 | ||||||||||||||||||
Consumer: |
||||||||||||||||||||||||
Home equity lines of credit: |
||||||||||||||||||||||||
Originated for portfolio |
12,126 | | | 157 | | 12,283 | ||||||||||||||||||
Purchased for portfolio |
2,182 | | 447 | 9 | | 2,638 | ||||||||||||||||||
Other |
1,221 | | | | | 1,221 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$ | 34,758 | $ | 80,794 | $ | 16,239 | $ | 25,072 | $ | 407 | $ | 157,270 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
31
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 5 FORECLOSED ASSETS
Foreclosed assets were as follows:
June 30, 2012 | December 31, 2011 | |||||||
Real Estate: |
||||||||
Single-family residential |
$ | 48 | $ | | ||||
Commercial |
3,436 | 3,509 | ||||||
|
|
|
|
|||||
Subtotal |
3,484 | 3,509 | ||||||
Valuation allowance |
(1,139 | ) | (1,139 | ) | ||||
|
|
|
|
|||||
Total |
$ | 2,345 | $ | 2,370 | ||||
|
|
|
|
Activity in the valuation allowance was as follows:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Beginning valuation allowance |
$ | 1,139 | $ | | $ | 1,139 | $ | | ||||||||
Additions charged to expense |
182 | 1,139 | 182 | 1,139 | ||||||||||||
Direct write-downs |
(182 | ) | | (182 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Ending valuation allowance |
$ | 1,139 | $ | 1,139 | $ | 1,139 | $ | 1,139 | ||||||||
|
|
|
|
|
|
|
|
Expenses related to foreclosed assets include:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Net loss (gain) on sales |
$ | | $ | | $ | | $ | | ||||||||
Provision for unrealized losses |
182 | 1,139 | 182 | 1,139 | ||||||||||||
Operating expenses, net of rental income |
6 | 13 | 24 | 46 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 188 | $ | 1,152 | $ | 206 | $ | 1,185 | |||||||||
|
|
|
|
|
|
|
|
Foreclosed assets at June 30, 2012 included one single-family residential property and five commercial real estate properties. Foreclosed assets at December 31, 2011 included three commercial real estate properties. The valuation allowance was established in the second quarter of 2011 due to a decline in real estate values on one of the commercial real estate properties, which is undeveloped commercial real estate located in Columbus, Ohio.
32
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 Significant unobservable inputs that reflect a companys own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value:
Securities available for sale: The fair value of securities available for sale is determined using pricing models that vary based on asset class and include available trade, bid and other market information or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities relationship to other benchmark quoted securities (Level 2).
Loans held for sale, at fair value: Loans held for sale are carried at fair value, as determined by outstanding commitments from third party investors (Level 2).
Derivatives: The fair value of derivatives is based on valuation models using observable market data as of the measurement date (Level 2).
Loan servicing rights: On a quarterly basis, loan servicing rights are evaluated for impairment based on the fair value of the rights as compared to carrying amount. If the carrying amount of an individual tranche exceeds fair value, impairment is recorded on that tranche so that the servicing asset is carried at fair value. Fair value is determined at a tranche level based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data (Level 2).
Impaired loans: At the time a loan is considered impaired, it is valued at the lower of cost or fair value. Impaired loans carried at fair value generally receive specific allocations of the ALLL. For collateral dependent loans, fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrowers financial statements, or aging reports, adjusted or discounted based on managements historical knowledge, changes in market conditions from the time of the valuation, and managements expertise and knowledge of the client and clients business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Foreclosed assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.
33
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
Assets and liabilities measured at fair value on a recurring basis, including financial assets and liabilities for which the Company has elected the fair value option, are summarized below:
Fair Value Measurements at June 30, 2012 Using Significant Other Observable Inputs (Level 2) |
||||
Financial Assets: |
||||
Securities available for sale: |
||||
Issued by U.S. government-sponsored entities and agencies: |
||||
Mortgage-backed securities residential |
$ | 1,755 | ||
Collateralized mortgage obligations |
15,557 | |||
|
|
|||
Total securities available for sale |
$ | 17,312 | ||
|
|
|||
Loans held for sale |
$ | 1,573 | ||
|
|
|||
Yield maintenance provisions (embedded derivatives) |
$ | 1,055 | ||
|
|
|||
Interest rate lock commitments |
$ | 40 | ||
|
|
|||
Financial Liabilities: |
||||
Interest-rate swaps |
$ | 1,055 | ||
|
|
34
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
Fair Value Measurements at December 31, 2011 Using Significant Other Observable Inputs (Level 2) |
||||
Financial Assets: |
||||
Securities available for sale: |
||||
Issued by U.S. government-sponsored entities and agencies: |
||||
Mortgage-backed securitiesresidential |
$ | 1,673 | ||
Collateralized mortgage obligations |
16,843 | |||
|
|
|||
Total securities available for sale |
$ | 18,516 | ||
|
|
|||
Loans held for sale |
$ | 1,210 | ||
|
|
|||
Yield maintenance provisions (embedded derivatives) |
$ | 999 | ||
|
|
|||
Interest rate lock commitments |
$ | 39 | ||
|
|
|||
Financial Liabilities: |
||||
Interest-rate swaps |
$ | 999 | ||
|
|
The Company had no assets or liabilities measured at fair value on a recurring basis that were measured using Level 1 or Level 3 inputs at June 30, 2012 or December 31, 2011.
35
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
Assets and liabilities measured at fair value on a non-recurring basis are summarized below:
Fair Value Measurements at June 30, 2012 Using | ||||||||
Significant Other
Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||
Loan servicing rights |
$ | 1 | ||||||
|
|
|||||||
Impaired loans: |
||||||||
Commercial |
$ | 132 | ||||||
Real Estate: |
||||||||
Multi-family residential |
3,943 | |||||||
Commercial: |
||||||||
Non-owner occupied |
1,882 | |||||||
Owner occupied |
409 | |||||||
Land |
162 | |||||||
|
|
|||||||
Total impaired loans |
$ | 6,528 | ||||||
|
|
|||||||
Foreclosed assets |
||||||||
Real Estate: |
||||||||
Single-family residential |
$ | 48 | ||||||
Commercial: |
||||||||
Non-owner occupied |
985 | |||||||
Land |
1,209 | |||||||
|
|
|||||||
Total foreclosed assets |
$ | 2,242 | ||||||
|
|
Fair Value Measurements at December 31, 2011 Using | ||||||||
Significant Other
Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||
Loan servicing rights |
$ | 9 | ||||||
|
|
|||||||
Impaired loans: |
||||||||
Commercial |
$ | 108 | ||||||
Real Estate: |
||||||||
Multi-family residential |
3,065 | |||||||
Commercial: |
||||||||
Non-owner occupied |
2,887 | |||||||
Owner occupied |
516 | |||||||
Land |
233 | |||||||
|
|
|||||||
Total impaired loans |
$ | 6,809 | ||||||
|
|
|||||||
Foreclosed assets |
||||||||
Real Estate: |
||||||||
Commercial: |
||||||||
Land |
$ | 1,209 | ||||||
|
|
|||||||
Total foreclosed assets |
$ | 1,209 | ||||||
|
|
36
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
The Company had no assets or liabilities measured at fair value on a non-recurring basis that were measured using Level 1 inputs at June 30, 2012 or December 31, 2011.
Impaired loan servicing rights, which are carried at fair value, were $1, which was made up of the amortized cost of $2, net of a valuation allowance of $1 at June 30, 2012. At December 31, 2011, impaired loan servicing rights, which are carried at fair value, were $9, which was made up of the amortized cost of $11, net of a valuation allowance of $2. There was a $1 charge against earnings with respect to servicing rights for the three months ended June 30, 2012, and a $1 increase in earnings for the six months ended June 30, 2012. There was a $1 increase in earnings with respect to servicing rights for the three months ended June 30, 2011, and a $3 increase in earnings for the six months ended June 30, 2011.
Impaired loans carried at the fair value of the collateral for collateral dependent loans, had an unpaid principal balance of $8,836, and a fair value of $6,528, with no valuation allowance at June 30, 2012. Impaired collateral dependent loans were written down to the fair value of collateral during the three and six months ended June 30, 2012, and there were no specific valuation allowances on these loans. The amount of charge-offs on these loans totaled $401 and $1,266, respectively for the three and six months ended June 30, 2012. Impaired loans carried at the fair value of collateral had an unpaid principal balance of $10,069 and a fair value of $6,809, with no valuation allowance at December 31, 2011. There was a $1,593 reduction in the valuation allowance for the three months ended June 30, 2011, and a $1,558 reduction in the valuation allowance for the six months ended June 30, 2011.
Foreclosed assets which are carried at fair value less costs to sell, were carried at $2,242, which was made up of the outstanding balance of $3,381, net of a valuation allowance of $1,139 at June 30, 2012. There was a $182 charge against earnings with respect to foreclosed assets for both the three and six months ended June 30, 2012. Foreclosed assets which are carried at fair value less costs to sell, were carried at $1,209, which was made up of the outstanding balance of $2,348, net of a valuation allowance of $1,139 at December 31, 2011. There was a $1,139 charge against earnings with respect to foreclosed assets for both the three and six months ended June 30, 2011.
During the six months ended June 30, 2012, the Company did not have any significant transfers of assets or liabilities between those measured using Level 1 or 2 inputs. The Company recognizes transfers of assets and liabilities between Level 1 and 2 inputs based on the information relating to those assets and liabilities at the end of the reporting period.
37
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2012:
Fair Value | Valuation Technique(s) |
Unobservable Inputs |
Range (Weighted Average) | |||||||
Impaired loans: |
||||||||||
Commercial |
$ | 132 | Income approach | Adjustment for differences in net operating income expectations | -10.0% | |||||
Commercial real estate: |
||||||||||
Multi-family residential |
3,943 | Comparable sales approach | Adjustment for differences between the comparable sales transactions | -39.0% to -27.1% (-32.7%) | ||||||
Commercial: |
||||||||||
Non-owner occupied |
1,882 | Comparable sales approach | Adjustment for differences between the comparable sales transactions | -9.7% to 16.7% (3.2%) | ||||||
Owner occupied |
409 | Comparable sales approach | Adjustment for differences between the comparable sales transactions | -6.3% | ||||||
Land |
162 | Income approach | Adjustment for differences in land contract cash flow expectations | 0.0% | ||||||
Comparable sales approach | Adjustment for differences between the comparable sales transactions | 8.1% | ||||||||
Foreclosed assets: |
||||||||||
Real-estate |
||||||||||
Single-family |
48 | Market approach | See note (1) | 0.0% | ||||||
Commercial: |
||||||||||
Non-owner occupied |
985 | Market approach | See note (1) | 0.0% | ||||||
Land |
1,209 | Comparable sales approach | Adjustment for differences between the comparable sales transactions | -31.7% |
Note (1)The market approach reflects values represented by sales contracts related to these foreclosed assets. The actual sales had not closed as of June 30, 2012.
Appraisals for both collateral-dependent impaired loans and foreclosed assets are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by a third-party appraisal management company approved by the Board of Directors annually. Once received, the loan officer or a member of the credit department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. Appraisals are updated as needed based on facts and circumstances associated with the individual properties. Real estate appraisals typically incorporate measures such as recent sales prices for comparable properties. Appraisers may make adjustments to the sales prices of the comparable properties as deemed appropriate based on the age, condition or general characteristics of the subject property. Management applies an additional discount to real estate appraised values, typically to reflect changes in market conditions since the date of the appraisal and to cover disposition costs (including selling expenses) based on the intended disposition method of the property.
38
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
Financial Instruments Recorded Using Fair Value Option
The Company has elected the fair value option for loans held for sale. These loans are intended for sale and the Company believes that the fair value is the best indicator of the resolution of these loans. Interest income is recorded based on the contractual terms of the loan and in accordance with the Companys policy on loans held for investment. None of these loans were 90 days or more past due or on nonaccrual as of June 30, 2012 or December 31, 2011.
As of June 30, 2012 and December 31, 2011, the aggregate fair value, contractual balance (including accrued interest) and gain or loss was as follows:
June 30, 2012 | December 31, 2011 | |||||||
Aggregate fair value |
$ | 1,573 | $ | 1,210 | ||||
Contractual balance |
1,555 | 1,196 | ||||||
Gain |
18 | 14 |
The total amount of gains and losses from changes in fair value included in earnings for the three and six months ended June 30, 2012 and 2011 for loans held for sale were:
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2012 | 2011 | 2012 | 2011 | |||||||||||||
Interest income |
$ | 7 | $ | 7 | $ | 19 | $ | 18 | ||||||||
Change in fair value |
13 | | 4 | (12 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total change in fair value |
$ | 20 | $ | 7 | $ | 23 | $ | 6 | ||||||||
|
|
|
|
|
|
|
|
39
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
The carrying amounts and estimated fair values of financial instruments at June 30, 2012 were as follows:
Fair Value Measurements at June 30, 2012 Using: | ||||||||||||||||||||
Carrying Value |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||
Financial assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 55,209 | $ | 55,209 | $ | | $ | | $ | 55,209 | ||||||||||
Interest-bearing deposits in other financial institutions |
1,984 | 1,984 | | 1,984 | ||||||||||||||||
Securities available for sale |
17,312 | | 17,312 | | 17,312 | |||||||||||||||
Loans held for sale |
1,573 | | 1,573 | | 1,573 | |||||||||||||||
Loans, net |
132,352 | | | 136,132 | 136,132 | |||||||||||||||
FHLB stock |
1,942 | | | | n/a | |||||||||||||||
Accrued interest receivable |
83 | 14 | 69 | | 83 | |||||||||||||||
Yield maintenance provisions (embedded derivatives) |
1,055 | | 1,055 | | 1,055 | |||||||||||||||
Interest rate lock commitments |
40 | | 40 | | 40 | |||||||||||||||
Financial liabilities |
||||||||||||||||||||
Deposits |
$ | (198,352 | ) | $ | (80,407 | ) | $ | (119,849 | ) | $ | | $ | (200,256 | ) | ||||||
FHLB advances |
(10,000 | ) | | (10,442 | ) | | (10,442 | ) | ||||||||||||
Subordinated debentures |
(5,155 | ) | | (2,861 | ) | | (2,861 | ) | ||||||||||||
Accrued interest payable |
(388 | ) | | (388 | ) | | (388 | ) | ||||||||||||
Interest-rate swaps |
(1,055 | ) | | (1,055 | ) | | (1,055 | ) |
40
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
The carrying amounts and estimated fair values of financial instruments at December 31, 2011 were as follows:
December 31, 2011 | ||||||||
Carrying Amount |
Fair Value | |||||||
Financial assets |
||||||||
Cash and cash equivalents |
$ | 61,436 | $ | 61,436 | ||||
Interest-bearing deposits in other financial institutions |
1,984 | 1,984 | ||||||
Securities available for sale |
18,516 | 18,516 | ||||||
Loans held for sale |
1,210 | 1,210 | ||||||
Loans, net |
151,160 | 155,159 | ||||||
FHLB stock |
1,942 | n/a | ||||||
Accrued interest receivable |
92 | 92 | ||||||
Yield maintenance provisions (embedded derivatives) |
999 | 999 | ||||||
Interest rate lock commitments |
39 | 39 | ||||||
Financial liabilities |
||||||||
Deposits |
$ | (217,049 | ) | $ | (219,235 | ) | ||
FHLB advances |
(15,742 | ) | (16,327 | ) | ||||
Subordinated debentures |
(5,155 | ) | (2,810 | ) | ||||
Accrued interest payable |
(300 | ) | (300 | ) | ||||
Interest-rate swaps |
(999 | ) | (999 | ) |
The methods and assumptions, not previously presented, used to estimate fair values are described as follows:
Cash and Cash Equivalents
The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.
Interest-Bearing Deposits in Other Financial Institutions
The carrying amounts of interest bearing deposits in other financial institutions approximate fair values and are classified as Level 1.
FHLB Stock
It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.
Loans
Fair values of loans, excluding loans held for sale, are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.
Deposits
The fair values disclosed for demand deposits (e.g., interest and noninterest bearing checking, passbook savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.
41
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 6 FAIR VALUE (continued)
Other Borrowings
The fair values of the Companys long-term FHLB advances are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.
The fair values of the Companys subordinated debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.
Accrued Interest Receivable/Payable
The carrying amounts of accrued interest approximate fair value resulting in a Level 1 or 2 classification, consistent with the asset or liability they are associated with.
Off-Balance-Sheet Instruments
The fair value of off-balance-sheet items is not considered material.
42
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 7 FHLB ADVANCES
Advances from the FHLB were as follows:
Rate | June 30, 2012 | December 31, 2011 | ||||||||||
Fixed-rate advances: |
||||||||||||
Maturing: |
||||||||||||
April 2012 |
2.30 | % | $ | | $ | 5,000 | ||||||
June 2012 |
2.05 | % | | 742 | ||||||||
January 2014 |
3.12 | % | 5,000 | 5,000 | ||||||||
May 2014 |
3.06 | % | 5,000 | 5,000 | ||||||||
|
|
|
|
|||||||||
Total |
$ | 10,000 | $ | 15,742 | ||||||||
|
|
|
|
Each advance is payable at its maturity date, with a prepayment penalty for fixed-rate advances.
The advances were collateralized as follows:
June 30, 2012 | December 31, 2011 | |||||||
Single-family mortgage loans |
$ | 9,504 | $ | 11,141 | ||||
Multi-family mortgage loans |
5,839 | 4,222 | ||||||
Commercial real estate loans |
1,272 | 3,384 | ||||||
Securities |
5,994 | 9,336 | ||||||
Cash |
3,300 | 800 | ||||||
|
|
|
|
|||||
Total |
$ | 25,909 | $ | 28,883 | ||||
|
|
|
|
Based on the collateral pledged to FHLB and CFBanks holdings of FHLB stock, CFBank was eligible to borrow up to a total of $18,378 from the FHLB at June 30, 2012. In May 2011, CFBank was notified by the FHLB that, due to regulatory considerations, CFBank was only eligible for future advances with a maximum maturity of one year. CFBank was notified by the FHLB that the maximum maturity for future advances was further reduced to 180 days in November 2011 and 30 days in April 2012.
Payment information
Payments due during the twelve months ended: |
||||
June 30, 2014 |
$ | 10,000 | ||
|
|
|||
Total |
$ | 10,000 | ||
|
|
43
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 8 OTHER BORROWINGS
There were no outstanding borrowings with the Federal Reserve Bank (FRB) at June 30, 2012 or at December 31, 2011.
Assets pledged as collateral with the FRB were as follows:
June 30, 2012 | December 31, 2011 | |||||||
Commercial loans |
$ | 5,146 | $ | 6,559 | ||||
Commercial real estate loans |
18,858 | 21,007 | ||||||
|
|
|
|
|||||
$ | 24,004 | $ | 27,566 | |||||
|
|
|
|
Based on the collateral pledged, CFBank was eligible to borrow up to $13,950 from the FRB at June 30, 2012. In April 2011, CFBank was notified by the FRB that, due to regulatory considerations, it was no longer eligible for borrowings under the FRBs Primary Credit Program, but was only eligible to borrow under the FRBs Secondary Credit Program. Under the FRBs Primary Credit Program, CFBank had access to short-term funds at any time, for any reason based on the collateral pledged. Under the Secondary Credit Program, which involves a higher level of administration, each borrowing request must be individually underwritten and approved by the FRB, CFBanks collateral is automatically reduced by 10% and the cost of borrowings is 50 basis points higher.
CFBank had a $1.0 million line of credit with a commercial bank at both June 30, 2012 and at December 31, 2011. There was no outstanding balance on this line of credit at June 30, 2012 or December 31, 2011. Interest on this line accrues daily and is variable based on the commercial banks cost of funds and current market returns.
44
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 9 SUBORDINATED DEBENTURES
In December 2003, Central Federal Capital Trust I, a trust formed by the Holding Company, closed a pooled private offering of 5,000 trust preferred securities with a liquidation amount of $1 per security. The Holding Company issued $5,155 of subordinated debentures to the trust in exchange for ownership of all of the common stock of the trust and the proceeds of the preferred securities sold by the trust. The Holding Company is not considered the primary beneficiary of this trust (variable interest entity); therefore, the trust is not consolidated in the Companys financial statements, but rather the subordinated debentures are shown as a liability. The Holding Companys investment in the common stock of the trust was $155 and is included in other assets.
The Holding Company may redeem the subordinated debentures, in whole or in part, in a principal amount with integral multiples of $1, on or after December 30, 2008 at 100% of the principal amount, plus accrued and unpaid interest. The subordinated debentures mature on December 30, 2033. The subordinated debentures are also redeemable in whole or in part, from time to time, upon the occurrence of specific events defined within the trust indenture. There are no required principal payments on the subordinated debentures over the next five years. The Holding Company has the option to defer interest payments on the subordinated debentures from time to time for a period not to exceed five consecutive years. The Companys Board of Directors elected to defer interest payments beginning with the quarterly payment due on December 31, 2010 in order to preserve cash at the Holding Company. Cumulative deferred interest payments totaled $302 at June 30, 2012 and $210 at December 31, 2011.
The trust preferred securities and subordinated debentures have a variable rate of interest, reset quarterly, equal to the three-month London Interbank Offered Rate (LIBOR) plus 2.85%. The total rate in effect was 3.32% at June 30, 2012 and 3.43% at December 31, 2011.
Pursuant to the Holding Company Order, as defined in Note 2 Going Concern Considerations and Managements Plans, the Holding Company may not, directly or indirectly, incur, issue, renew, roll over, or pay interest or principal on any debt (including the subordinated debentures) or commit to do so, increase any current lines of credit, or guarantee the debt of any entity, without prior written notice to and written non-objection from the FED.
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CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
NOTE 10 STOCK-BASED COMPENSATION
The Company has three stock-based compensation plans (the Plans), as described below, under which awards have been or may be issued. Total compensation cost that was charged against income for those Plans totaled $4 and $10, respectively, for the three and six months ended June 30, 2012, and $12 and $25, respectively, for the three and six months ended June 30, 2011.
The Plans, which are stockholder-approved, provide for stock option grants and restricted stock awards to directors, officers and employees. The 1999 Stock-Based Incentive Plan, which expired July 13, 2009, provided 38,778 shares for stock option grants and 15,511 shares for restricted stock awards. The 2003 Equity Compensation Plan (2003 Plan), as amended and restated, provided an aggregate of 100,000 shares for stock option grants and restricted stock awards, of which up to 30,000 shares could be awarded in the form of restricted stock awards. The 2009 Equity Compensation Plan, which was approved by stockholders on May 21, 2009, replaced the 2003 Plan and provides 200,000 shares, plus any remaining shares available to grant or that are later forfeited or expire under the 2003 Plan, that may be issued as stock option grants, stock appreciation rights or restricted stock awards.
Stock Options
The Plans permit the grant of stock options to directors, officers and employees for up to 338,778 shares of common stock, net of restricted stock awards. Option awards are granted with an exercise price equal to the market price of the Companys common stock on the date of grant, generally have vesting periods ranging from one to three years and are exercisable for ten years from the date of grant. Unvested stock options immediately vest upon a change in control.
The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Companys common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. Management and other employee stock options are tracked separately. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Department of the Treasury (Treasury) yield curve in effect at the time of the grant.
There were no options granted during the three and six months ended June 30, 2012, or during the three months ended June 30, 2011. The fair value of the options granted during the six months ended June 30, 2011 was determined using the following weighted-average assumptions as of the grant dates.
Six months ended June 30, 2011 |
||||
Risk-free interest rate |
2.98 | % | ||
Expected term (years) |
7 | |||
Expected stock price volatility |
46 | % | ||
Dividend yield |
1.41 | % |
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CENTRAL FEDERAL CORPORATION
NO