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FETM.OB > SEC Filings for FETM.OB > Form 10-Q on 15-May-2009All Recent SEC Filings

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Form 10-Q for FENTURA FINANCIAL INC


15-May-2009

Quarterly Report


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Certain of the Corporation's accounting policies are important to the portrayal of the Corporation's financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances, which could affect these judgments, include, but without limitation, changes in interest rates, in the performance of the economy or in the financial condition of borrowers. Management believes that its critical accounting policies include determining the allowance for loan losses and determining the fair value of securities and other financial instruments.
The Corporation evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and the ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer's financial condition, the Corporation may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of the reviews of the issuer's financial condition.
Our accounting for income taxes involves the valuation of deferred tax assets and liabilities primarily associated with differences in the timing of the recognition of revenues and expenses for financial reporting and tax purposes. We have recorded no valuation allowance on the balance of our deferred tax assets as we conclude that the tax benefits associated with this asset will more likely than not be realized based upon the levels of taxable income in prior years and the expectation of a return to profitability and generation of taxable income in future years. Management has reviewed the deferred tax position for the Corporation at March 31, 2009 and December 31, 2008. The deferred tax position was impacted by several significant transactions in 2008. These transactions included write-off of an investment and a 60% write down of an equity investment. After evaluating the impact of the significant transactions the Corporation has determined that no valuation reserve is required. As indicated in the income statement, the loss for the three months ended March 31, 2009 was $1,659,000 compared to loss of $628,000 for the same period in 2008. Net interest income in the first quarter of 2009, was approximately $100,000 above net interest income for the same quarter in 2008. The first quarter 2009 provision for loan loss was up $675,000 comparing the first quarter of 2008. The increase in provision is due to the continued economic depression which has reduced real estate values, weakened the job markets and has negatively impacted borrower capacity to repay their obligations. Management feels the provision is adequate and the allowance for loan losses has increased $3,080,000 when comparing the period ended March 31, 2009 to the period ended March 31, 2008.
Additionally, on March 17, 2009, the Corporation entered into an agreement to sell all of the stock of one of its bank subsidiaries, Davison State Bank, to a private non-affiliated, investor group. The transaction is expected to close during the third quarter of 2009. In the first quarter of 2009, the Corporation recorded, in other operating expenses, an estimated loss on the sale of $700,000 along with estimated sale related expenses of $150,000. As a result of this pending transaction, the financial statements are displayed with consideration of continuing operations being detailed and held for sale operations being omitted from comparisons.
The banking industry uses standard performance indicators to help evaluate a banking institution's performance. Return on average assets is one of these indicators. For the three months ended March 31, 2009, the Corporation's return on average assets (annualized) was (1.17%) compared to (0.41%) for the


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same period in 2008. Net loss per share, basic and diluted, was ($0.76) in the first three months of 2009 compared to ($0.29) net loss per share basic and diluted for the same period in 2008.
Net Interest Income
Net interest income and average balances and yields on major categories of interest-earning assets and interest-bearing liabilities for the three months ended March 31, 2009 and 2008 are summarized in Table 2. The effects of changes in average interest rates and average balances are detailed in Table 1 below.

Table 1

                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                       2009 COMPARED TO 2008
                                                        INCREASE (DECREASE)
                                                               DUE TO
                                                                  YIELD/
        (000s omitted)                       TIME       VOL        RATE        TOTAL

        Taxable securities                   $  (6 )   $ (149 )   $    29     $   (126 )
        Tax-exempt securities                   (2 )       (4 )        58           52
        Federal funds sold                      (1 )      (92 )         0          (93 )

        Total loans                            (82 )     (196 )      (735 )     (1,013 )

        Loans held for sale                      0          2          (6 )         (4 )

        Total earning assets                   (91 )     (439 )      (654 )     (1,184 )

        Interest bearing demand deposits        (5 )      (17 )      (197 )       (219 )
        Savings deposits                        (2 )      (10 )       (81 )        (93 )
        Time CD's $100,000 and over            (21 )     (259 )      (202 )       (482 )
        Other time deposits                    (13 )      (11 )      (312 )       (336 )
        Other borrowings                        (5 )      (30 )      (140 )       (175 )

        Total interest bearing liabilities     (46 )     (327 )      (932 )     (1,305 )


        Net Interest Income                  $ (45 )   $ (112 )   $   278     $    121

As indicated in Table 1, during the three months ended March 31, 2009, net interest income increased compared to the same period in 2008. While interest rates and volume on loans have decreased over the past year, deposit interest expense decreased at a more rapid pace. This is due to the immediate repricing ability of liquid deposits and the nature of the short term CDs that customers had been acquiring.
Net interest income (displayed with consideration of full tax equivalency), average balance sheet amounts, and the corresponding yields for the three months ended March 31, 2009 and 2008 are shown in Table 2. Net interest income for the three months ended March 31, 2009 was $4,191,000, an increase of $121,000, or 2.97%, over the same period in 2009. Net interest margin increased due to a decline in prevailing market rates, which reduced interest income on loans. The decreases on loans was offset by management's ability to effectively re-price deposits downward on rate bearing deposits as well as increase the average balance of non-interest bearing deposits.
Management reviews economic forecasts and strategy on a monthly basis. Accordingly, the Corporation will continue to strategically manage the balance sheet structure in an effort to create stability in net interest income. The Corporation expects to continue to seek out new loan opportunities while continuing to maintain sound credit quality.
As indicated in Table 2, for the three months ended March 31, 2009, the Corporation's net interest margin (with consideration of full tax equivalency) was 3.52% compared with 3.14% for the same period in 2008. This increase is a result of management's ability to make large downward repricing steps on


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interest bearing liabilities. Additionally non-interest bearing deposits increased when comparing the period ended March 31, 2009 to the period ended March 31, 2008.
Average earning assets decreased 7.4% or approximately $38,835,000 comparing the three months of 2009 to the same time period in 2008. Strategic shrinking of the balance sheet has led to the dramatic decrease. Loans, the highest yielding component of earning assets, represented 88.3% of earning assets in 2009 compared to 83.9% in 2008. Average interest bearing liabilities decreased 6.9% or $31,805,000 comparing the first three months of 2009 to the same time period in 2008. Non-interest bearing deposits amounted to 15.1% of average earning assets in the first three months of 2009 compared with 13.7% in the same time period of 2008.
Management continually monitors the Corporation's balance sheet in an effort to insulate net interest income from significant swings caused by interest rate volatility. If market rates change in 2009, corresponding changes in funding costs will be considered to avoid the potential negative impact on net interest income. The Corporation's policies in this regard are further discussed in the section titled "Interest Rate Sensitivity Management."


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Table 2 Average Balance and Rates

                                                               THREE MONTHS ENDED MARCH 31,
                                                  2009                                             2008
                                 AVERAGE         INCOME/         YIELD/          AVERAGE         INCOME/         YIELD/
(000s omitted)(Annualized)       BALANCE         EXPENSE          RATE           BALANCE         EXPENSE          RATE

ASSETS
Securities:
U.S. Treasury and
Government Agencies             $  36,469        $    377           4.19 %      $  50,229        $    517           4.14 %
State and Political (1)            14,409             220           6.18 %         14,801             168           4.57 %
Other                               3,638              43           4.79 %          5,151              29           2.26 %

Total Securities                   54,516             640           4.76 %         70,181             714           4.09 %
Fed Funds Sold                          0               0           0.00 %         11,716              93           3.19 %
Loans:
Commercial                        333,313           5,082           6.18 %        343,848           5,876           6.87 %
Tax Free (1)                        2,752              44           6.48 %          2,009              32           6.37 %
Real Estate-Mortgage               37,606             591           6.37 %         38,247             612           6.44 %
Consumer                           52,227             735           5.71 %         53,366             945           7.12 %

Total loans                       425,898           6,452           6.14 %        437,470           7,465           6.86 %
Allowance for Loan Losses         (10,421 )                                        (7,804 )
Net Loans                         415,477           6,452           6.30 %        429,666           7,465           6.99 %

Loans Held for Sale                 2,089              25           4.85 %          1,971              29           5.92 %

TOTAL EARNING ASSETS
CONTINUING OPERATIONS           $ 482,503        $  7,117           5.98 %      $ 521,338        $  8,301           6.40 %

Cash Due from Banks                16,689                                          13,983
Assets of held for sale
operations                         44,880                                          49,573
All Other Assets                   49,856                                          45,583

TOTAL ASSETS                    $ 575,640                                       $ 622,673

LIABILITIES &
SHAREHOLDERS' EQUITY:
Deposits:
Interest bearing - DDA          $  89,959        $    216           0.97 %      $  93,624        $    435           1.87 %
Savings Deposits                   69,370              97           0.57 %         73,461             190           1.04 %
Time CD's $100,000 and
Over                              131,924           1,414           4.35 %        153,017           1,896           4.98 %
Other Time CD's                   109,694             888           3.28 %        110,668           1,224           4.45 %

Total Deposits                    400,947           2,615           2.65 %        430,770           3,745           3.50 %
Other Borrowings                   29,809             311           4.23 %         31,791             486           6.15 %

INTEREST BEARING
LIABILITIES                     $ 430,756        $  2,926           2.75 %      $ 462,561        $  4,231           3.68 %

Non-Interest bearing - DDA         64,973                                          63,393
Liabilities of held for
sale operations                    41,364                                          43,158
All Other Liabilities               1,907                                           3,709
Shareholders' Equity               36,640                                          49,852

TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY            $ 575,640                                       $ 622,673

Net Interest Rate Spread                                            3.23 %                                          2.72 %

Net Interest Income
/Margin                                          $  4,191           3.52 %                       $  4,070           3.14 %

(1) Presented on a fully taxable equivalent basis using a federal income tax rate of 34%.


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Allowance and Provision For Loan Losses
The Corporation maintains formal policies and procedures to control and monitor credit risk. Management believes the allowance for loan losses is adequate to provide for probable incurred losses in the loan portfolio. While the Corporation's loan portfolio has no significant concentrations in any one industry or any exposure in foreign loans, the loan portfolio has a concentration connected with construction and land development loans. Specific strategies have been deployed to reduce the concentration level and limit exposure to this type of lending in the future. The Michigan economy, employment levels and other economic conditions in the Corporation's local markets may have a significant impact on the level of credit losses. Management continues to identify and devote attention to credits that are not performing as agreed. Of course, deterioration of economic conditions could have an impact on the Corporation's credit quality, which could impact the need for greater provision for loan losses and the level of the allowance for loan losses as a percentage of gross loans. Non-performing loans are discussed further in the section titled "Non-Performing Assets."
The allowance for loan losses reflects management's judgment as to the level considered appropriate to absorb probable losses in the loan portfolio. The Corporation's methodology in determining the adequacy of the allowance is based on ongoing quarterly assessments and relies on several key elements, which include specific allowances for identified problem loans and a formula-based risk-allocated allowance for the remainder of the portfolio. This includes a review of individual loans, size, and composition of the loan portfolio, historical loss experience, current economic conditions, financial condition of borrowers, the level and composition of non-performing loans, portfolio trends, estimated net charge-offs and other pertinent factors. While we consider the allowance for loan losses to be adequate based on information currently available, future adjustments to the allowance may be necessary due to changes in economic conditions, delinquencies, or loss rates. Although portions of the allowance have been allocated to various portfolio segments, the allowance is general in nature and is available for the portfolio in its entirety. At March 31, 2009, the allowance was $11,405,000, or 2.68% of total loans compared to $10,455,000, or 2.43%, at December 31, 2008, increasing the allowance $950,000 during the first three months of 2009. Non performing loan levels, discussed later, increased during the period and net charge-offs have increased to $705,000 during the first three months of 2009 compared to $247,000 during the first three months of 2008. Management has reviewed historical losses and following analysis of those losses, believes that the allowance is appropriate given identified risk in the loan portfolio based on asset quality. Table 3 below summarizes loan losses and recoveries for the first three months of 2009 and 2008. During the first three months of 2009, the Corporation experienced net charge-offs of $705,000 or .17% of gross loans compared with net charge-offs of $247,000 or .06% of gross loans in the first three months of 2008. The provision for loan loss was $1,655,000 in the first three months of 2009 and $980,000 for the same time period in 2008. As a result of continuing credit quality deterioration and the review of historical losses by loan type, additional provision for loan losses was taken in the first quarter. The substantial increase in provision for loan loss was to provide specific reserves for non-performing construction and land development loans, increased charge-offs and continuing decline in the Michigan economy.
Davison State Bank had net charge-offs of $129,000 in the first three months of 2009 and no loan loss provision for the first quarter of 2009.


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Table 3 Analysis of the Allowance for Loan Losses

                                                  Three Months Ended March 31,
     (000s omitted)                                  2009                2008
     Balance at Beginning of Period             $      10,455        $     7,592

     Charge-Offs:
     Commercial, Financial and Agriculture               (627 )             (301 )
     Real Estate-Mortgage                                 (36 )              (23 )
     Installment Loans to Individuals                    (101 )             (105 )

     Total Charge-Offs                                   (764 )             (429 )
     Recoveries:
     Commercial, Financial and Agriculture                 35                148
     Real Estate-Mortgage                                   3                  0
     Installment Loans to Individuals                      21                 34

     Total Recoveries                                      59                182

     Net Charge-Offs                                     (705 )             (247 )
     Provision                                          1,655                980

     Balance at End of Period                   $      11,405        $     8,325

     Ratio of Net Charge-Offs to Gross Loans             0.17 %             0.06 %

Non-Interest Income
Non-interest income decreased during the three months ended March 31, 2009 as compared to the same period in 2008, primarily due to the decrease in service charges on deposits and trust and investment services income and an increase in gain on sale of mortgage loans. Overall non-interest income, of continuing operations, was $1,140,000 for the three months ended March 31, 2009 compared to $1,401,000 for the same period in 2008. This represents a decrease of 18.6%. The most significant category of non-interest income is service charges on deposit accounts. These fees from continuing operations were $436,000 in the first three months of 2009, compared to $623,000 for the same period of 2008. This represents a decrease of 30.0% from year to year. The decrease is a result of a 32.8% decrease in NSF charges as customers have become more mindful of the usage of the overdraft privilege product.
Gain on the sale of mortgage loans originated by the Banks and sold into the secondary market increased 99.2% to $235,000 in the three months ended March 31, 2009 compared to $118,000 in the same period in 2008. As market conditions continue to be favorable for mortgage rates, consumers in the market have flocked to refinance their homes, taking advantage of historically low rates. Management sees this as a short term rise in mortgage refinance and believes that it will taper off as the year continues.
Trust, investment and financial planning services income decreased $92,000 or 20.2% in the first three months of 2009 compared to the same period in the prior year. A portion of the decrease is a result of the decline in market values in which funds are invested into, and income is earned from. In addition, as many consumers have feared market conditions, they have withdrawn their brokerage relationships, thus impacting income.
Other operating income decreased by $99,000 or 48.5% to $105,000 in the first three months of 2009 compared to $204,000 in the same time period in 2008. The primary driver of the decrease was a loss on the equity investment. A partial offset of $66,000 can be associated with the collection of building rent from a property now owned by one of the subsidiary banks. The Banks also increased service fees collected in relation to debit card services were up by $7,000 year over year. In addition, one of the Banks received proceeds from a bank owned life insurance policy providing a benefit of $203,000. Drawing from those increases, the Banks recognized slightly larger losses on sales of real estate owned and a reduced collection of fees from servicing other institutions. The Corporation also realized a $515,000 loss on its equity investment in Valley Capital Bank headquartered in Mesa, Arizona. This is compared to a $167,000 loss in the first quarter of 2008. As a DeNovo, Valley Capital Bank was


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anticipated to have operating losses during their start-up phase. Valley Capital Bank is receiving the same economic pressure as other financial institutions resulting in an increased loan loss provision and other real estate expenses. Accordingly, the Corporation has recognized its share of the operating loss, using the equity method of accounting on this investment. Non-Interest Expense
Total non-interest expense, from continued operations, increased 8.0% to $5,836,000 in the three months ended March 31, 2009, compared with $5,406,000 in the same period of 2008. The increase was largely attributed to the estimated loss on sale of Davison State Bank of $700,000 and an additional $150,000 in estimated transaction costs in conjunction with an agreement to sell this bank. In addition, increases in loan and collection expenses related to other real estate owned, were the largest year-over-year increases. Decreases in salaries and benefits, furniture and equipment depreciation and advertising expenses, partially offset the large increases.
Salary and benefit costs, the Corporation's largest non-interest expense category, were $2,552,000 in the first three months of 2009, compared with $2,824,000, or a decrease of 9.6%, for the same time period in 2008. The decrease in cost was due to strategic staff reduction and realignment along with the elimination of performance incentive payments.
Occupancy expenses, at $503,000, decreased in the three months ended March 31, 2009 compared to the same period in 2008 by $2,000 or 0.4%. The expenses remained nearly flat from year-to-year as management worked to maintain expenses through contract and service negotiation.
During the three months ended March 31, 2009, furniture and equipment expenses were $424,000 compared to $471,000 for the same period in 2008, a decrease of 10.0%. This is the result of decreases, totaling $68,000, in depreciation on furniture and equipment, as some items have become fully depreciated. The decreases were partially offset by increases to rental and maintenance of furniture and equipment. Management continues to scrutinize vendors to improve contract terms and ensure that only necessary services are being paid for. Loan and collection expenses, from continuing operations, at $385,000, were up $237,000 or 160.1% during the three months ended March 31, 2009 compared to the same time period in 2008. The increase was primarily attributable to an increase in other loan expense relating to other real estate owned, in the form of property taxes and property maintenance. As the Banks continue to become owners of these properties, resulting from the unfavorable changing economy in Michigan, we anticipate these expenses to be above desired levels until the economic situation begins to become more favorable.
Advertising expenses of $41,000 in the three months ended March 31, 2009 decreased 51.8% compared with $85,000 for the same period in 2008. The Corporation has taken a close review of how advertising, sponsorship and donation funds are shared with the community. As a result, we have reduced our advertising in local markets and reduced sponsorships of community events, while still remaining a participating sponsor.
Other operating expenses, from continued operations, were $1,931,000 in the three months ended March 31, 2009 compared to $799,000 in the same time period in 2008, an increase of $558,000 or 40.6%. The Corporation recorded a preliminary loss on the sale of Davison State Bank of $700,000, along with the accrual of $150,000 in related transaction costs in conjunction with an agreement to sell this bank. The sale is expected to close later in 2009. These transactions along with a significant increase in FDIC assessment expense were the main increases from year to year. The FDIC insurance assessments will continue to increase, due to the 10 basis point special assessment approved by the FDIC in 2009. Offsetting these increases were reductions in transportation expense, director fees, ATM/Debit card expenses, dues and memberships, conferences and education and other losses.


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Financial Condition
Proper management of the volume and composition of the Corporation's earning assets and funding sources is essential for ensuring strong and consistent earnings performance, maintaining adequate liquidity and limiting exposure to risks caused by changing market conditions. The Corporation's securities portfolio is structured to provide a source of liquidity through maturities and to generate an income stream with relatively low levels of principal risk. The Corporation does not engage in securities trading. Loans comprise the largest component of earning assets and are the Corporation's highest yielding assets. Customer deposits are the primary source of funding for earning assets while short-term debt and other sources of funds could be further utilized if market conditions and liquidity needs change.
The Corporation's total assets were $577 million at March 31, 2009 compared to total assets of $579 million at December 31, 2008. This includes assets from discontinued operations of $44 million at March 31, 2009 and $46 million at December 31, 2008. Loans comprised 72.8% of total assets at March 31, 2009 . . .

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