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CHCO > SEC Filings for CHCO > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for CITY HOLDING CO


8-May-2009

Quarterly Report


Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

The accounting policies of the Company conform with U.S. generally accepted accounting principles and require management to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. These estimates and assumptions are based on information available to management as of the date of the financial statements. Actual results could differ significantly from management's estimates. As this information changes, management's estimates and assumptions used to prepare the Company's financial statements and related disclosures may also change. The most significant accounting policies followed by the Company are presented in Note One to the audited financial statements included in the Company's 2008 Annual Report to Shareholders. The information included in this Quarterly Report on Form 10-Q, including the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Management's Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the financial statements and notes thereto included in the 2008 Annual Report of the Company. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses, income taxes, and previously securitized loans to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new information becomes available.
Pages 23 - 27 of this Quarterly Report on Form 10-Q provide management's analysis of the Company's allowance for loan losses and related provision. The allowance for loan losses is maintained at a level that represents management's best estimate of probable losses in the loan portfolio. Management's determination of the adequacy of the allowance for loan losses is based upon an evaluation of individual credits in the loan portfolio, historical loan loss experience, current economic conditions, and other relevant factors. This determination is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. The allowance for loan losses related to loans considered to be impaired is generally evaluated based on the discounted cash flows using the impaired loan's initial effective interest rate or the fair value of the collateral for certain collateral dependent loans.
The Company is subject to federal and state income taxes in the jurisdictions in which it conducts business. In computing the provision for income taxes, management must make judgments regarding interpretation of laws in those jurisdictions. Because the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements could be changed at a later date upon final determinations by taxing authorities. On a quarterly basis, the Company estimates its annual effective tax rate for the year and uses that rate to provide for income taxes on a year-to-date basis.
The amount of unrecognized tax benefits could change over the next twelve months as a result of various factors. However, management cannot currently estimate the range of possible change.
The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2005 through 2007. The Company and its subsidiaries state income tax returns are open to audit under the statute of limitations for the year ended December 31, 2007. Note B, beginning on page 8 of this Quarterly Report on Form 10-Q, and pages 27-28 provide management's analysis of the Company's previously securitized loans. The carrying value of previously securitized loans is determined using assumptions with regard to loan prepayment and default rates. Using cash flow modeling techniques that incorporate these assumptions, the Company estimated total future cash collections expected to be received from these loans and determined the yield at which the resulting discount would be accreted into income. If, upon periodic evaluation, the estimate of the total probable collections is increased or decreased but is still greater than the sum of the original carrying amount less subsequent collections plus the discount accreted to date, and it is probable that collection will occur, the amount of the discount to be accreted is adjusted accordingly and the amount of periodic accretion is adjusted over the remaining lives of the loans. If, upon periodic evaluation, the discounted present value of estimated future cash flows declines below the recorded value of previously securitized loans, an impairment charge would be provided through the Company's provision for loan losses. Please refer to Note B of Notes to Consolidated Financial Statements, on pages 8 - 9 for further discussion.


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On a quarterly basis, the Company performs a review of investment securities to determine if any unrealized losses are other than temporarily impaired. Management considers the following, amongst other things, in its determination of the nature of the unrealized losses, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. As a result of this review, the Company recognized $2.2 million of other than temporary impairment charges during the quarter ended March 31, 2009. These impairment charges were related to pooled bank trust preferreds with a remaining book value of $8.9 million. At March 31, 2009, the Company's portfolio of perpetual callable preferred securities, preferred securities, and trust preferred securities primarily invested in regional banks have a total book value of $109.7 million and unrealized losses of $21.7 million. The Company continues to actively monitor the market values of these investments along with the financial strength of the issuers behind these securities, as well as our entire investment portfolio. Based on the market information available the Company believes that the recent declines in market value are temporary and that the Company has the ability and intent to hold these securities until the temporary losses recover or the securities are called or mature. The Company cannot guarantee that such securities will recover and if additional information becomes available in the future to suggest that the losses are other than temporary, the Company may need to record impairment charges in future periods. Financial Summary
Three Months Ended March 31, 2009 vs. 2008 The Company reported consolidated net income of $10.9 million, or $0.69 per diluted common share, for the three months ended March 31, 2009, compared to $13.0 million, or $0.80 per diluted common share for the first three months of 2008. Return on average assets ("ROA") was 1.70% and return on average equity ("ROE") was 15.3% for the first three months of 2009, compared to 2.09% and 17.4%, respectively, for the first three months of 2008.
The Company's net interest income for the first three months of 2009 increased $0.8 million compared to the first three months of 2008 (see Net Interest Income). The Company recorded a provision for loan losses of $1.7 million for the first three months of 2009 while $1.9 million was recorded for the first three months of 2008 (see Allowance and Provision for Loan Losses). The Company recorded $2.2 million of investment impairment losses in the first three months of 2009 (see Non-Interest Income and Expense) while no such impairment charges were recognized in the first quarter of 2008. As further discussed under the caption Non-Interest Income and Expense, excluding investment impairment losses and the gain from the Visa initial public offering, non-interest income increased $0.5 million from the three months ended March 31, 2008, to the three months ended March 31, 2009. Excluding the loss on the early redemption of the trust preferred securities in the first quarter of 2008, non-interest expenses for the three months ended March 31, 2009 increased $0.1 million from the three months ended March 31, 2008.


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Net Interest Income
Three Months Ended March 31, 2009 vs. 2008 The Company's tax equivalent net interest income increased $0.9 million, or 3.5%, from $24.1 million during the first three months of 2008 to $25.0 million during the first three months of 2009, as interest expense on deposits and other interest bearing liabilities decreased more quickly than interest income from loans and investments. The Company's reported net interest margin increased from 4.40% for the quarter ended March 31, 2008 to 4.46% for the quarter ended March 31, 2009.
During the third and fourth quarters of 2008, the Company sold $450 million of interest rate floors. The gain from sales of these interest rate floors of $16.7 million will be recognized over the remaining lives of the various hedged loans. During the first quarter of 2009, the Company recognized $2.9 million of interest income compared to $1.0 million of interest income recognized in the first quarter of 2008 from the interest rate floors.


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Table One
Average Balance Sheets and Net Interest Income
(in thousands)

                                                     Three months ended March 31,
                                           2009                                         2008
                           Average                       Yield/         Average                       Yield/
                           Balance        Interest        Rate          Balance        Interest        Rate
Assets
Loan portfolio (1):
Residential real
estate                   $   603,767     $    8,781          5.90 %   $   601,600     $    9,886          6.61 %
Home equity                  386,653          6,143          6.44         343,658          5,912          6.92
Commercial, financial,
and agriculture              756,201         10,875          5.83         700,155         12,235          7.03
Loans to depository
institutions                       -              -             -           4,670             35          3.01
Installment loans to
individuals                   47,566          1,118          9.53          47,629          1,346         11.37
Previously securitized
loans                          3,867          1,141        119.66           6,421          1,578         98.84
Total loans                1,798,054         28,058          6.33       1,704,133         30,992          7.31
Securities:
Taxable                      430,734          6,062          5.71         455,663          6,064          5.35
Tax-exempt (2)                37,558            629          6.79          37,723            614          6.55
Total securities             468,292          6,691          5.79         493,386          6,678          5.44
Deposits in depository
institutions                   4,826              5          0.42           8,697             65          3.01
Total interest-earning
assets                     2,271,172         34,754          6.21       2,206,216         37,735          6.88
Cash and due from
banks                         52,410                                       65,442
Bank premises and
equipment                     60,813                                       54,709
Other assets                 211,000                                      186,273
Less: allowance for
loan losses                  (22,564 )                                    (17,837 )
Total assets             $ 2,572,831                                  $ 2,494,803

Liabilities
Interest-bearing
demand deposits          $   416,695     $      463          0.45 %   $   409,745     $      712          0.70 %
Savings deposits             360,740            507          0.57         360,587          1,104          1.23
Time deposits                982,947          8,403          3.47         933,502         10,199          4.39
Short-term borrowings        147,510            153          0.42         127,793          1,145          3.60
Long-term debt                19,032            254          5.41          22,505            441          7.88
Total interest-bearing
liabilities                1,926,924          9,780          2.06       1,854,132         13,601          2.95
Noninterest-bearing
demand deposits              324,333                                      311,885
Other liabilities             35,392                                       28,770
Stockholders' equity         286,182                                      300,016
Total liabilities and
stockholders' equity     $ 2,572,831                                  $ 2,494,803
Net interest income                      $   24,974                                   $   24,134
Net yield on earning
assets                                                       4.46 %                                       4.40 %

(1) For purposes of this table, non-accruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income.

(2) Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 35%.


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Table Two
Rate Volume Analysis of Changes in Interest Income and Interest Expense
(in thousands)
                                                   Three months ended March 31,
                                                           2009 vs. 2008
                                                        Increase (Decrease)
                                                         Due to Change In:
                                                Volume           Rate         Net
      Interest-earning assets:
      Loan portfolio
      Residential real estate                  $      35       $ (1,140 )   $ (1,105 )
      Home equity                                    734           (503 )        231
      Commercial, financial, and agriculture         971         (2,331 )     (1,360 )
      Loans to depository institutions               (35 )            -          (35 )
      Installment loans to individuals                (2 )         (226 )       (228 )
      Previously securitized loans                  (622 )          185         (437 )
      Total loans                                  1,081         (4,015 )     (2,934 )
      Securities:
      Taxable                                       (321 )          319           (2 )
      Tax-exempt (1)                                 (12 )           27           15
      Total securities                              (333 )          346           13
      Deposits in depository institutions            (29 )          (31 )        (60 )
      Total interest-earning assets            $     719       $ (3,700 )   $ (2,981 )

      Interest-bearing liabilities:
      Demand deposits                          $      12       $   (261 )   $   (249 )
      Savings deposits                                 -           (597 )       (597 )
      Time deposits                                  536         (2,332 )     (1,796 )
      Short-term borrowings                          175         (1,167 )       (992 )
      Long-term debt                                 (67 )         (120 )       (187 )
      Total interest-bearing liabilities       $     656       $ (4,477 )   $ (3,821 )
      Net Interest Income                      $      63       $    777     $    840

(1) Fully federal taxable equivalent using a tax rate of 35%.

Allowance and Provision for Loan Losses
Management systematically monitors the loan portfolio and the adequacy of the allowance for loan losses ("ALLL") on a quarterly basis to provide for probable losses inherent in the portfolio. Management assesses the risk in each loan type based on historical trends, the general economic environment of its local markets, individual loan performance, and other relevant factors. Individual credits are selected throughout the year for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the adequacy of the allowance. Due to the nature of commercial lending, evaluation of the adequacy of the allowance as it relates to these loan types is often based more upon specific credit review, with consideration given to the potential impairment of certain credits and historical loss rates, adjusted for general economic conditions and other inherent risk factors. Conversely, due to the homogeneous nature of the real estate and installment portfolios, the portions of the allowance allocated to those portfolios are primarily based on prior loss history of each portfolio, adjusted for general economic conditions and other inherent risk factors.


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In evaluating the adequacy of the allowance for loan losses, management considers both quantitative and qualitative factors. Quantitative factors include actual repayment characteristics and loan performance, cash flow analyses, and estimated fair values of underlying collateral. Qualitative factors generally include overall trends within the portfolio, composition of the portfolio, changes in pricing or underwriting, seasoning of the portfolio, and general economic conditions.
The allowance not specifically allocated to individual credits is generally determined by analyzing potential exposure and other qualitative factors that could negatively impact the adequacy of the allowance. Loans not individually evaluated for impairment are grouped by pools with similar risk characteristics and the related historical loss rates are adjusted to reflect current inherent risk factors, such as unemployment, overall economic conditions, concentrations of credit, loan growth, classified and impaired loan trends, staffing, adherence to lending policies, and loss trends.
Determination of the allowance for loan losses is subjective in nature and requires management to periodically reassess the validity of its assumptions. Differences between actual losses and estimated losses are assessed such that management can timely modify its evaluation model to ensure that adequate provision has been made for risk in the total loan portfolio.
As a result of the Company's quarterly analysis of the adequacy of the ALLL, the Company recorded a provision for loan losses of $1.7 million in the first three months of 2009 and $1.9 million in the first three months of 2008. The provision for loan losses recorded during the first three months of 2009 reflects the difficulties of certain commercial borrowers of the Company during the quarter, the downgrade of their related credits, and management's assessment of the impact of these difficulties on the ultimate collectability of the loans. Changes in the amount of the provision and related allowance are based on the Company's detailed methodology and are directionally consistent with changes in the growth, composition, and quality of the Company's loan portfolio. The Company believes its methodology for determining its ALLL adequately provides for probable losses inherent in the loan portfolio at March 31, 2009. The Company had net charge-offs of $1.9 million for the first three months of 2009. Net charge-offs on commercial and residential loans were $1.5 and $0.3 million, respectively, for the three months ended March 31, 2009. Charge-offs for commercial loans were primarily related to three specific credits that had been appropriately considered in establishing the allowance for loan losses in prior periods. In addition, depository accounts net charge-offs were $0.1 million for the first three months of 2009. While charge-offs on depository accounts are appropriately taken against the ALLL, the revenue associated with depository accounts is reflected in service charges.
The Company's ratio of non-performing assets to total loans and other real estate owned improved from 1.64% at December 31, 2008 to 1.53% at March 31, 2009. Based on our analysis, the Company believes that the allowance allocated to impaired loans, after considering the value of the collateral securing such loans, is adequate to cover losses that may result from these loans at March 31, 2009. The Company's ratio of non-performing assets to total loans and other real estate owned is 138 basis points lower than that of our peer group (bank holding companies with total assets between $1 and $5 billion), which reported average non-performing assets as a percentage of loans and other real estate owned of 2.91% for the most recently reported quarter ended December 31, 2008.


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Approximately 43% of the Company's non-performing loans at March 31, 2009, or approximately $9 million, were associated with a $13 million portfolio of loans to builders of speculative homes at the Greenbrier Resort in White Sulphur Springs, West Virginia. These loans are considered to be commercial loans due to the dollar amount of the borrowings, although the loans were used to purchase lots and to construct upper-scale single-family residences at the Greenbrier Resort. Construction loan terms were originally interest only for 12 months. All loans are collateralized by completed homes and eight residential lots. Through March 31, 2009, the Company has specifically reserved $4.0 million of the ALLL associated with this portfolio of speculative properties. During the second quarter of 2009, two of the completed residences and two residential lots were foreclosed and taken into the Company's Other Real Estate Owned. The loans associated with these properties were included in non-performing assets at March 31, 2009. The Greenbrier Resort has a long history and storied tradition as a top resort destination. However, the current economic scenario has been challenging for the Greenbrier, which lost $35 million in 2008 according to its owner, CSX Corporation. During March 2009, the Greenbrier filed for Chapter 11 bankruptcy reorganization and CSX Corporation announced that Marriott International was willing to buy the Greenbrier for up to $130 million, pending court approval and a new labor deal with Greenbrier workers. While this announcement sheds some light on the future of the Greenbrier, the Company has considered the uncertainty of the situation at the Greenbrier and believes that based on our analysis, the specific allowance allocated to the non-performing and substandard loans, after considering the value of the collateral securing such loans, is adequate to cover losses that may result from these loans as of March 31, 2009.
In addition to the 43% of the Company's non-performing loans associated with speculative builders at the Greenbrier, slightly more than 25% of the Company's non-performing assets are associated with real estate in what is known as the "Eastern Panhandle" of West Virginia - the counties of Jefferson, Berkeley, and Morgan. These three counties are distant suburbs of the Washington D.C. MSA and have experienced explosive growth in the last 10 years. While this is a relatively small part of the Company's entire franchise, the downturn that has gripped the nation's mortgage and construction industry has had disproportionately more impact upon the Company's asset quality and provision in this region than in the remainder of the Company. Exclusive of loans to speculative builders at the Greenbrier or loans in the Eastern Panhandle, other loans throughout the Company account for only 32% of the Company's non-performing loans.
The allowance allocated to the commercial loan portfolio (see Table Five) increased $0.3 million, or 1.8% from $15.1 million at December 31, 2008 to $15.4 at March 31, 2009. This increase was attributable to recent trends in the quality of the Company's commercial portfolio.
The allowance allocated to the residential real estate portfolio (see Table Five) decreased $0.2 million, or 4.1% from $4.6 million at December 31, 2008 to $4.4 million at March 31, 2009. This decrease was primarily due to improvement in non-performing real estate loans during the three months ended March 31, 2009.
The allowance allocated to the consumer loan portfolio (see Table Five) remained consistent at $0.2 million at December 31, 2008 and March 31, 2009.
The allowance allocated to overdraft deposit accounts (see Table Five) decreased $0.4 million, or 15.2% from $2.4 million at December 31, 2008 to $2.0 million at March 31, 2009. This decrease was attributable to declines in losses experienced during the three months ended March 31, 2009.


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As previously discussed, the carrying value of the previously securitized loans incorporates an assumption for expected cash flows to be received over the life of these loans. To the extent that the present value of expected cash flows is less than the carrying value of these loans, the Company would provide for such losses through the provision for loan losses.
Based on the Company's analysis of the adequacy of the allowance for loan losses and in consideration of the known factors utilized in computing the allowance, management believes that the allowance for loan losses as of March 31, 2009, is adequate to provide for probable losses inherent in the Company's loan portfolio. Future provisions for loan losses will be dependent upon trends in loan balances including the composition of the loan portfolio, changes in loan quality and loss experience trends, and recoveries of previously charged-off loans, among other factors.

Table three
Analysis of the Allowance for Loan Losses
                                                                                               Year ended
                                                        Three months ended March 31,          December 31,
(in thousands)                                           2009                  2008               2008


Balance at beginning of period                       $      22,254         $      17,581      $     17,581


Charge-offs:
Commercial, financial, and agricultural                     (1,479 )                (406 )          (3,064 )
Real estate-mortgage                                          (394 )                (274 )          (1,590 )
Installment loans to individuals                               (69 )                 (75 )            (243 )
Overdraft deposit accounts                                    (664 )                (984 )          (3,151 )
Total charge-offs                                           (2,606 )              (1,739 )          (8,048 )

Recoveries:
Commercial, financial, and agricultural                         29                    13                38
Real estate-mortgage                                            81                    27               223
Installment loans to individuals                                55                   108               296
Overdraft deposit accounts                                     517                   694             1,741
Total recoveries                                               682                   842             2,298
. . .
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