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AMNB > SEC Filings for AMNB > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for AMERICAN NATIONAL BANKSHARES INC


6-Nov-2009

Quarterly Report


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion is to focus on important factors affecting the financial condition and results of operations of the Company. The discussion and analysis should be read in conjunction with the Consolidated Financial Statements.

Forward-Looking Statements

This report contains forward-looking statements with respect to the financial condition, results of operations and business of American National Bankshares Inc. and its wholly owned subsidiary, American National Bank and Trust Company (the "Bank") (collectively referred to as the "Company"). These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and on information available to management at the time these statements and disclosures were prepared. Forward-looking statements are subject to numerous assumptions, estimates, risks, and uncertainties that could cause actual conditions, events, or results to differ materially fro those stated or implied by such forward-looking statements.

A variety of factors may affect the operations, performance, business strategy, and results of the Company. Those factors include but are not limited to the following:

· Financial market volatility, including the level of interest rates, could affect the values of financial instruments and the amount of net interest income earned;

· General economic or business conditions, either nationally or in the market areas in which the Company does business, may be less favorable than expected, resulting in deteriorating credit quality, reduced demand for credit, or a weakened ability to generate deposits;

· Competition among financial institutions may increase and competitors may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than the Company;

· Businesses that the Company is engaged in may be adversely affected by legislative or regulatory changes, including changes in accounting standards;

· The ability to retain key personnel; and

· The failure of assumptions underlying the allowance for loan losses.

Reclassification

In certain circumstances, reclassifications have been made to prior period information to conform to the 2009 presentation.

Critical Accounting Policies

The accounting and reporting policies followed by the Company conform with U.S. generally accepted accounting principles ("GAAP") and they conform to general practices within the banking industry. The Company's critical accounting policies, which are summarized below, relate to (1) the allowance for loan losses and (2) goodwill impairment. A summary of the Company's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in the Company's 2008 Annual Report on Form 10-K.

The financial information contained within the Company's financial statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained when earning income, recognizing an expense, recovering an asset, or relieving a liability. In addition, GAAP itself may change from one previously acceptable method to another method.
Allowance for Loan Losses and Reserve for Unfunded Loan Commitments


Table of Contents

The allowance for loan losses is an estimate of the losses inherent in the loan portfolio at the balance sheet date. The allowance is based on two basic principles of accounting: (i) Statement of Financial Accounting Standards ("SFAS") No. 5 (ASC 450), Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) SFAS No. 114 (ASC 310), Accounting by Creditors for Impairment of a Loan, which requires that losses on impaired loans be accrued based on the differences between the value of collateral, present value of future cash flows, or values observable in the secondary market, and the loan balance.

The Company's allowance for loan losses has three basic components: the formula allowance, the specific allowance and the unallocated allowance. Each of these components is determined based upon estimates that can and do change. The formula allowance uses a historical loss view as an indicator of future losses along with various qualitative factors, including levels and trends in delinquencies, nonaccrual loans, charge-offs and recoveries; trends in volume and terms of loans; effects of changes in underwriting standards; experience of lending staff and economic conditions; and portfolio concentrations. In the formula allowance, the historical loss rate is combined with the qualitative factors, resulting in an adjusted loss factor for each risk-grade category of loans. The adjusted loss factor is multiplied by the period-end balances for each risk-grade category. The formula allowance is calculated for a range of outcomes. The specific allowance uses various techniques to arrive at an estimate of loss for specifically identified impaired loans. The unallocated allowance includes estimated losses whose impact on the portfolio has yet to be recognized in either the formula or specific allowance. The use of these values is inherently subjective and actual losses could be greater or less than the estimates.

The reserve for unfunded loan commitments is an estimate of the losses inherent in off-balance-sheet loan commitments at the balance sheet date. It is calculated by multiplying an estimated loss factor by an estimated probability of funding, and then by the period-end amounts for unfunded commitments. The reserve for unfunded loan commitments is included in other liabilities.

Goodwill Impairment

The Company tests goodwill on an annual basis or more frequently if events or circumstances indicate that there may have been impairment. If the carrying amount of goodwill exceeds its implied fair value, the Company would recognize an impairment loss in an amount equal to that excess. The goodwill impairment test requires management to make judgments in determining the assumptions used in the calculations. The goodwill impairment testing conducted by the Company in 2009 indicated that goodwill is not impaired and is properly recorded in the financial statements. No events or circumstances since December 31, 2008 have occurred that would question the impairment of goodwill.

Non-GAAP Presentations

The analysis of net interest income in this document is performed on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets.

Internet Access to Corporate Documents

The Company provides access to its Securities and Exchange Commission ("SEC") filings through a link on the Investors Relations page of the Company's web site at www.amnb.com. Reports available include the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after the reports are filed electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.


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RESULTS OF OPERATIONS

Earnings Performance

Three months ended September 30, 2009 and 2008

For the quarter ended September 30, 2009, the Company reported net income of $2,167,000 compared to $2,224,000 for the comparable quarter in 2008. The $57,000 decline in earnings was primarily due to the $212,000 increase in provision expense, a $156,000 increase in FDIC expense, and decreases in various noninterest income categories.

        SUMMARY INCOME STATEMENT
         (dollars in thousands)

                                             Three months ended September 30,
                                      2009         2008       $ change       % change

        Interest income             $  9,464     $ 10,599     $  (1,135 )        -10.7 %
        Interest expense              (2,464 )     (3,743 )       1,279          -34.2 %
        Net interest income            7,000        6,856           144            2.1 %
        Provision for loan losses       (492 )       (280 )        (212 )         75.7 %
        Noninterest income             2,119        2,062            57            2.8 %
        Noninterest expense           (5,598 )     (5,485 )        (113 )          2.1 %
        Income tax expense              (862 )       (929 )          67           -7.2 %

        Net income                  $  2,167     $  2,224     $     (57 )         -2.6 %

Nine months ended September 30, 2009 and 2008

For the nine month period ended September 30, 2009 the Company reported net income of $4,641,000 compared to $6,338,000 for the comparable period in 2008. The $1,697,000 decline in earnings was primarily due to the $896,000 increase in FDIC assessments and a $1,200,000 write-down in the first quarter of other real estate owned, reflected in the change to noninterest income.

       SUMMARY INCOME STATEMENT
        (dollars in thousands)

                                             Nine months ended September 30,
                                     2009          2008        $ change       % change

       Interest income             $  28,804     $  32,647     $  (3,843 )        -11.8 %
       Interest expense               (8,482 )     (12,336 )       3,854          -31.2 %
       Net interest income            20,322        20,311            11            0.1 %
       Provision for loan losses      (1,334 )      (1,020 )        (314 )         30.8 %
       Noninterest income              5,106         6,038          (932 )        -15.4 %
       Noninterest expense           (17,794 )     (16,577 )      (1,217 )          7.3 %
       Income tax expense             (1,659 )      (2,414 )         755          -31.3 %

       Net income                  $   4,641     $   6,338     $  (1,697 )        -26.8 %


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Net Interest Income

Net interest income is the difference between interest income on earning assets, primarily loans and securities, and interest expense on interest bearing liabilities, primarily deposits and other funding sources. Fluctuations in interest rates as well as volume and mix changes in earning assets and interest bearing liabilities can materially impact net interest income. The following discussion of net interest income is presented on a taxable equivalent basis to facilitate performance comparisons among various taxable and tax-exempt assets, such as certain state and municipal securities. A tax rate of 35% was used in adjusting interest on tax-exempt assets to a fully taxable equivalent basis. Net interest income divided by average earning assets is referred to as the net interest margin. The net interest spread represents the difference between the average rate earned on earning assets and the average rate paid on interest bearing liabilities.

Since September 2007, the Federal Open Market Committee of the Federal Reserve Board has reduced the federal funds rate ten times by a total of 5.00%. Because of this historically low interest rate environment and because most of the Company's interest bearing assets and interest paying liabilities are relatively short-term in nature, the yields and costs discussed in the following pages have, in general, fallen during the reported periods.

Three months ended September 30, 2009 and 2008

Net interest income on a taxable equivalent basis increased $180,000, or 2.6%, for the third quarter of 2009 compared to the 2008 quarter. This increase was due primarily to changes in volumes of earning assets, as indicated by the Rate/Volume Analysis shown later in this section.

The Company's yield on earnings assets was 5.24% compared to 5.97% for the prior year quarter. The cost of interest bearing liabilities was 1.65% compared to 2.57%. These rates resulted in an interest rate spread of 3.59% compared to 3.40%. The Company's net interest margin, on a fully taxable equivalent basis, was 3.91% during the third quarter of 2009, compared to 3.90% during the 2008 quarter. Yields and rates generally fell between periods, but most of the improvement in spread and margin was related to reductions in liability pricing.

The following presentation is an analysis of net interest income and related yields and rates, on a taxable equivalent basis, for the three months ended September 30, 2009 and 2008. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans, if recognized, is recorded on a cash basis or when the loan returns to accrual status.


Table of Contents

                                     Net Interest Income Analysis
                         For the Three Months Ended September 30, 2009 and 2008
                                     (in thousands, except rates)

                                                           Interest
                            Average Balance             Income/Expense                Yield/Rate

                          2009          2008          2009          2008             2009          2008
Loans:
Commercial              $  85,894     $  94,575     $   1,027     $   1,423          4.78 %        6.02 %
Real estate               460,253       471,162         6,508         7,323          5.66          6.22
Consumer                    7,468         8,445           158           192          8.46          9.09
Total loans               553,615       574,182         7,693         8,938          5.56          6.23

Securities:
Federal agencies and
GSE                        56,706        43,543           538           534          3.80          4.91
Mortgage-backed &
CMO's                      37,609        48,000           506           607          5.38          5.06
State and municipal        56,665        44,104           798           602          5.63          5.46
Other                       8,334         6,050            80            54          3.84          3.57
Total securities          159,314       141,697         1,922         1,797          4.83          5.07

Deposits in other
banks                      28,265         8,489            96            75          1.36          3.53

Total
interest-earning
assets                    741,194       724,368         9,711        10,810          5.24          5.97

Non-earning assets         68,870        62,436

Total assets            $ 810,064     $ 786,804

Deposits:
Demand                  $  94,869     $ 110,230            31           215          0.13          0.78
Money market               76,416        54,642           107           246          0.56          1.80
Savings                    62,985        60,499            38            76          0.24          0.50
 Time                     269,523       254,762         1,745         2,308          2.59          3.62
Total deposits            503,793       480,133         1,921         2,845          1.53          2.37

Customer repurchase
agreements                 65,341        51,038           134           313          0.82          2.45
Other short-term
borrowings                    460        17,589             1           116          0.87          2.64
Long-term borrowings       29,325        34,474           408           469          5.57          5.44

Total
interest-bearing
liabilities               598,919       583,234         2,464         3,743          1.65          2.57

Noninterest bearing
demand deposits           102,341        97,130
Other liabilities           5,393         4,388
Shareholders' equity      103,411       102,052
Total liabilities and
shareholders' equity    $ 810,064     $ 786,804

Interest rate spread                                                                 3.59 %        3.40 %
Net interest margin                                                                  3.91 %        3.90 %

Net interest income (taxable
equivalent basis)                                       7,247         7,067
Less: Taxable
equivalent adjustment                                     247           211
Net interest income                                 $   7,000     $   6,856


Table of Contents

                  Changes in Net Interest Income (Rate/Volume Analysis)
                                     (in thousands)

                                              Three months ended September 30
                                                       2009 vs. 2008
                                          Interest                  Change
                                          Increase             Attributable to
      Interest income                    (Decrease)            Rate         Volume
       Loans:
        Commercial                      $       (396 )     $       (274 )   $  (122 )
        Real estate                             (815 )             (551 )      (264 )
        Consumer                                 (34 )              (13 )       (21 )
         Total loans                          (1,245 )             (838 )      (407 )
       Securities:
        Federal agencies & GSE                     4               (137 )       141
        Mortgage-backed & CMO's                 (101 )               37        (138 )
        State and municipal                      196                 20         176
        Other securities                          26                  4          22
         Total securities                        125                (76 )       201
       Deposits in other banks                    21                (69 )        90
         Total interest income                (1,099 )             (983 )      (116 )

      Interest expense
       Deposits:
        Demand                                  (184 )             (158 )       (26 )
        Money market                            (139 )             (212 )        73
        Savings                                  (38 )              (41 )         3
        Time                                    (563 )             (690 )       127
         Total deposits                         (924 )           (1,101 )       177

       Customer repurchase agreements           (179 )             (249 )        70
       Borrowings                               (176 )              (37 )      (139 )
         Total interest expense               (1,279 )           (1,387 )       108
      Net interest income               $        180       $        404     $  (224 )

Nine months ended September 30, 2009 and 2008

Net interest income on a taxable equivalent basis increased $38,000 or 0.2% for the nine months ended September 30, 2009 compared to the 2008 period. This slight increase was due mostly to changes in rates that only slightly offset decreases due to changes in volumes of earnings assets, as indicated by the Rate/Volume Analysis shown later in this section.

The Company's yield on earnings assets was 5.31% compared to 6.15% for the prior year period. The cost of interest bearing liabilities was 1.88% compared to 2.84%. These rates resulted in an interest rate spread of 3.43% compared to 3.31%. The net interest margin, on a fully taxable equivalent basis, was 3.79% for the nine month period ended September 30, 2009 compared to 3.87% for the 2008 period, an eight basis point decline. Yields and rates generally fell between periods, but the decline in margin was mitigated by improvements in liability pricing.

The following presentation is an analysis of net interest income and related yields and rates, on a taxable equivalent basis, for the nine-month period ended September 30, 2009 and 2008. Nonaccrual loans are included in average balances. Interest income on nonaccrual loans, if recognized, is recorded on a cash basis or when the loan returns to accrual status.


Table of Contents

                                     Net Interest Income Analysis
                          For the Nine Months Ended September 30, 2009 and 2008
                                     (in thousands, except rates)

                                                           Interest
                            Average Balance             Income/Expense                Yield/Rate

                          2009          2008          2009          2008             2009          2008
Loans:
Commercial              $  91,193     $  90,301     $   3,227     $   4,219          4.72 %        6.23 %
Real estate               466,787       466,346        19,956        22,580          5.70          6.46
Consumer                    7,746         8,956           511           606          8.80          9.02
Total loans               565,726       565,603        23,694        27,405          5.58          6.46

Securities:
Federal agencies and
GSE                        49,606        46,428         1,584         1,682          4.26          4.83
Mortgage-backed &
CMO's                      41,158        48,588         1,618         1,852          5.24          5.08
State and municipal        50,439        46,376         2,133         1,910          5.64          5.49
Other                       7,212         6,471           185           243          3.42          5.01
Total securities          148,415       147,863         5,520         5,687          4.96          5.13

Deposits in other
banks                      26,258         9,153           287           225          1.46          3.28

Total
interest-earning
assets                    740,399       722,619        29,501        33,317          5.31          6.15

Non-earning assets         68,362        62,753

Total assets            $ 808,761     $ 785,372

Deposits:
Demand                  $  99,860     $ 108,463           263           600          0.35          0.74
Money market               73,112        52,365           453           779          0.83          1.98
Savings                    62,284        62,107           115           276          0.25          0.59
 Time                     274,214       257,871         5,797         7,888          2.82          4.08
Total deposits            509,470       480,806         6,628         9,543          1.73          2.65

Customer repurchase
agreements                 60,790        53,069           543         1,103          1.19          2.77
Other short-term
borrowings                  1,355        11,808             5           237          0.49          2.68
Long-term borrowings       31,376        34,195         1,306         1,453          5.55          5.67

Total
interest-bearing
liabilites                602,991       579,878         8,482        12,336          1.88          2.84

Noninterest bearing
demand deposits            97,970        98,116
Other liabilities           4,740         5,088
Shareholders' equity      103,060       102,290
Total liabilities and
shareholders' equity    $ 808,761     $ 785,372

Interest rate spread                                                                 3.43 %        3.31 %
Net interest margin                                                                  3.79 %        3.87 %

Net interest income (taxable
equivalent basis)                                      21,019        20,981
Less: Taxable
equivalent adjustment                                     697           670
Net interest income                                 $  20,322     $  20,311


Table of Contents

                  Changes in Net Interest Income (Rate/Volume Analysis)
                                     (in thousands)

                                              Nine months ended September 30
                                                       2009 vs. 2008
                                          Interest                 Change
                                          Increase             Attributable to
       Interest income                   (Decrease)           Rate         Volume
        Loans:
         Commercial                      $      (992 )     $    (1,033 )   $    41
         Real estate                          (2,624 )          (2,645 )        21
         Consumer                                (95 )             (15 )       (80 )
          Total loans                         (3,711 )          (3,693 )       (18 )
        Securities:
         Federal agencies & GSE                  (98 )            (208 )       110
         Mortgage-backed & CMO's                (234 )              57        (291 )
         State and municipal                     223                52         171
         Other securities                        (58 )             (83 )        25
          Total securities                      (167 )            (182 )        15
        Deposits in other banks                   62              (178 )       240
          Total interest income               (3,816 )          (4,053 )       237

       Interest expense
        Deposits:
         Demand                                 (337 )            (293 )       (44 )
         Money market                           (326 )            (562 )       236
         Savings                                (161 )            (162 )         1
         Time                                 (2,091 )          (2,565 )       474
          Total deposits                      (2,915 )          (3,582 )       667

        Customer repurchase agreements          (560 )            (702 )       142
        Borrowings                              (379 )            (140 )      (239 )
          Total interest expense              (3,854 )          (4,424 )       570
       Net interest income               $        38       $       371     $  (333 )

Noninterest Income

Noninterest income increased to $2,119,000 in the third quarter of 2009 from $2,062,000 in the third quarter of 2008, a $57,000 or 2.8% increase. The major drivers in this increase were a $123,000 increase in mortgage banking income in the 2009 quarter and $87,000 in securities losses in the 2008 quarter.

Fees from the management of trusts, estates, and asset management accounts decreased to $813,000 in the third quarter of 2009 from $901,000 in the third quarter of 2008, an $88,000 or 9.8% decline. Volatility in the financial markets negatively impacted account asset values, which more than offset the income from new account activity. A substantial portion of Trust fees is earned based on account market values.

Service charges on deposit accounts decreased to $536,000 in the third quarter of 2009 from $603,000 in the third quarter of 2008, a $67,000 or 11.1% decline. This reduction was primarily the result of a decrease in customer overdraft activity.

Other fees and commissions increased $257,000 in third quarter of 2009 from $193,000 in the third quarter of 2008, an increase of $64,000 or 33.2% due primarily to increases VISA check card income.

. . .

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