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CITZ > SEC Filings for CITZ > Form 10-Q on 12-Aug-2013All Recent SEC Filings

Show all filings for CFS BANCORP INC



Quarterly Report

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

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Form 10-Q, in our other filings with the United States Securities and Exchange Commission (SEC), and in our press releases or other shareholder communications are "forward-looking statements," as that term is defined in U.S. federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our ability to successfully execute our strategy and Strategic Growth and Diversification Plan, the level and sufficiency of the Bank's current regulatory capital and equity ratios, our ability to continue to diversify the loan portfolio, efforts at deepening client relationships, increasing levels of core deposits, lowering non-performing asset levels, managing and reducing credit-related costs, increasing revenue growth and levels of earning assets, the effects of general economic and competitive conditions nationally and within our core market area, the ability to sell other real estate owned properties and mortgage loans held for sale, the sufficiency of the levels of provision for and the allowance for loan losses, amounts of charge-offs, levels of loan and deposit growth, interest on loans, asset yields and cost of funds, net interest income, net interest margin, non-interest income, non-interest expense, the interest rate environment, and other risk factors identified in the filings we make with the SEC. In addition, these forward-looking statements include, but are not limited to, statements relating to the benefits of the proposed merger (the Merger) between First Merchants and us, including future financial and operating results and are subject to significant risks, assumptions, and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of First Merchants and us will not be integrated successfully or such integration may be more difficult, time-consuming, or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; client and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required governmental and shareholder approvals; and the ability to complete the Merger in the expected timeframe.

You should not place undue reliance on any such forward-looking statements, which speak only as of the date made. The words "anticipate," "believe," "estimate," "expect," "indicate," "intend," "intend to," "plan," "project," "should," "will," "would be," or similar expressions, or the negative thereof, as well as statements that include future events, tense, or dates, or that are not historical or current facts, as they relate to us, our business, prospects, or our management, are intended to identify forward-looking statements. For further discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements see "Part I. Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2012. Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, assumptions, and changes in circumstances. Forward-looking statements are not guarantees of future performance or outcomes, and actual results or events may differ materially from those included in these statements, including whether the merger is effectuated or not. We do not

undertake, and specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, unanticipated events, or circumstances after the date of such statements unless required to do so under the federal securities laws.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP), which require us to establish various accounting policies. Certain of these accounting policies require us to make estimates, judgments, or assumptions that could have a material effect on the carrying value of certain assets and liabilities. The estimates, judgments, and assumptions we use are based on historical experience, projected results, internal cash flow modeling techniques, and other factors which we believe are reasonable under the circumstances.

Significant accounting policies are presented in "Note 1. Summary of Significant Accounting Policies" in the notes to consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended December 31, 2012. These policies, along with the disclosures presented in other financial statement notes and in this management's discussion and analysis, provide information on the methodology used for the valuation of significant assets and liabilities in our financial statements. We view critical accounting policies to be those that are highly dependent on subjective or complex judgments, estimates, and assumptions, and where changes in those estimates and assumptions could have a significant impact on our consolidated financial statements. We currently view the determination of the allowance for loan losses, valuations and impairments of investment securities, and the accounting for income taxes to be critical accounting policies.

Allowance for Loan Losses. We maintain our allowance for loan losses at a level we believe is appropriate to absorb credit losses inherent in our loan portfolio. The allowance for loan losses represents our estimate of probable incurred losses in our loan portfolio at each statement of condition date and is based on our review of available and relevant information.

The first component of the allowance for loan losses contains allocations for probable incurred losses that management has identified relating to impaired loans pursuant to Accounting Standards Codification (ASC) 310-10, Receivables. We individually evaluate for impairment all loans classified substandard on non-accrual status and over $375,000 to enable management to identify potential losses over a larger cross section of the loan portfolio. We also individually evaluate for impairment all loans for which we have initiated foreclosure proceedings. For all portfolio segments, loans are considered impaired when, based on current information and events, it is probable that the borrower will not be able to fulfill its obligation according to the contractual terms of the loan agreement. The impairment loss, if any, is generally measured based on the present value of expected cash flows discounted at the loan's effective interest rate. As a practical expedient, impairment may be measured based on the loan's observable market price, or the fair value of the collateral, if the loan is collateral-dependent. A loan is considered collateral-dependent when the repayment of the loan will be provided solely by the underlying collateral and there are no other available and reliable sources of repayment. If we determine a loan is collateral-dependent, we will charge-off any identified collateral shortfall against the allowance for loan losses.

If foreclosure is probable, we are required to measure the impairment based on the fair value of the collateral. The fair value of the collateral is generally obtained from the evaluation of the collateral, and one of the methods of evaluation is an independent third-party appraisal. When current appraisals are not available, we utilize other evaluation methods to estimate the fair value of the collateral giving consideration to several factors. These factors include for real estate properties the price at which an individual unit or unit(s) could be sold in the current market, the period of time over which the unit(s) would be sold, the estimated cost to complete the unit(s), the risks associated with completing and selling the unit(s), the required return on the investment a potential acquirer may have, and the current market interest rates. The analysis of each loan involves a high degree of judgment in estimating the amount of the loss associated with the loan, including the estimation of the amount and timing of future cash flows and collateral values.

The second component of our allowance for loan losses contains allocations for probable incurred losses within various pools of loans with similar characteristics pursuant to ASC 450-20, Contingencies: Loss Contingencies. This component is based in part on certain loss factors applied to various stratified loan pools excluding loans evaluated individually for impairment. In determining the appropriate loss factors for these loan pools, we consider historical charge-offs and recoveries; levels of and trends in delinquencies, impaired loans, and other classified loans; concentrations of credit within the commercial loan portfolios; volume and type of lending; and current and anticipated economic conditions. Our historical charge-offs are determined by evaluating the net charge-offs over the most recent eight quarters, including the current quarter.

During the second quarter of 2013, management revised its calculation methodology for the second component of the allowance for loan losses to segregate the historical losses on the Pre-1/1/08 and Post-1/1/08 loan portfolios (see "Loans Receivable" below in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussions about the Pre-1/1/08 and Post-1/1/08 loan portfolios.) The revised analysis first identifies the historical loss experience by the Pre-1/1/08 and Post-1/1/08 portfolios in order to better identify the losses associated with each of the portfolios. Management then segregates the Pre-1/1/08 and Post-1/1/08 portfolios by loan reporting category and loan risk rating including pass, special mention, substandard, and doubtful rated credits. The historical loss factors are then applied to the respective loan Pre-1/1/08 and Post-1/1/08 portfolios, loan categories, and risk ratings. Management will then factor in additional qualitative adjustments based on a subjective determination and review of the underlying trends in internal and external factors currently affecting the loan portfolio. The net impact of the changes in the allowance methodology was a $2.94 million reduction in the required allowance at June 30, 2013 which was primarily due to the higher historical loss factors being applied to the smaller amount of loans within the Pre-1/1/08 portfolio and the calculation of a separate historical loss factor for pass-rated credits for the Pre-1/1/08 and the Post-1/1/08 portfolios. At June 30, 2013, over 92% of our historical losses since January 1, 2008 related specifically to loans within the Pre-1/1/08 portfolio.

Loan losses are charged-off against the allowance for loan losses when the loan balance or a portion of the loan balance is no longer covered by the repayment capacity of the borrower based on an evaluation of available and projected cash resources and collateral value. Recoveries of amounts previously charged-off are credited to the allowance. We assess the appropriateness of the allowance on a quarterly basis and adjust the allowance by recording a provision for loan losses in an amount sufficient to maintain the allowance at a level we deem appropriate. The evaluation of the appropriateness of the allowance is inherently subjective as it requires estimates that are susceptible to significant revision as additional information becomes available or as future events occur. To the extent that actual outcomes differ from our estimates, an additional provision for loan losses could be required which could adversely affect earnings or our financial position in future periods.

Investment Securities. Under ASC 320-10, Investments - Debt and Equity Securities, investment securities must be classified as held-to-maturity, available-for-sale, or trading. We determine the appropriate classification at the time of purchase. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on investment securities. Debt investment securities are classified as held-to-maturity and carried at amortized cost when we have the positive intent and the ability to hold the investment securities to maturity. Investment securities not classified as held-to-maturity are classified as available-for-sale and carried at fair value, with the unrealized holding gains and losses, net of tax, reported in other comprehensive income and with no effect on earnings until realized. Investment in FHLB stock is carried at cost. We have no trading account investment securities.

The fair values of our investment securities are generally determined by reference to quoted prices from reliable independent sources utilizing observable inputs. Certain of the fair values of investment securities are determined using models whose significant value drivers or assumptions are unobservable and are significant to the fair value of the investment securities. These models are utilized when quoted prices are not available for certain investment securities or in markets where trading activity has slowed or ceased. When quoted prices are not available and are not provided by third-party pricing services, our judgment is necessary to determine fair value. As such, fair value is determined using discounted cash flow analysis models, incorporating default rates, estimation of prepayment characteristics, and implied volatilities.

We evaluate all investment securities on a quarterly basis, and more frequently when economic conditions warrant additional evaluations, for determining if an other-than-temporary impairment (OTTI) exists pursuant to guidelines established in ASC 320-10. In evaluating the possible impairment of investment securities, consideration is given to many factors including the length of time and the extent to which the fair value has been less than cost, whether the market decline was affected by macroeconomic conditions, the financial conditions and near-term prospects of the issuer, and management's ability and intent to retain our 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, we may consider whether the investment securities are issued by the federal government or its agencies or government sponsored agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer's financial condition. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

If we determine that an investment experienced an OTTI, we must then determine the amount of the OTTI to be recognized in earnings. If we do not intend to sell the investment security and it is more likely than not that we will not be required to sell the investment security before recovery of its amortized cost basis less any current period loss, the OTTI will be separated into the amount representing the credit loss and the amount related to all other factors. The amount of the OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings. The amount of the OTTI related to other factors will be recognized in other comprehensive income, net of applicable taxes. The previous amortized cost basis less the OTTI recognized in

earnings will become the new amortized cost basis of the investment. If we intend to sell the investment security or it is more likely than not we will be required to sell the investment security before recovery of its amortized cost basis less any current period credit loss, the OTTI will be recognized in earnings equal to the entire difference between the investment's amortized cost basis and its fair value at the statement of condition date. Any recoveries related to the value of these investment securities are recorded as an unrealized gain (as other comprehensive income (loss) in shareholders' equity) and not recognized in income until the investment security is ultimately sold. From time to time, we may dispose of an impaired investment security in response to asset/liability management decisions, future market movements, business plan changes, or if the net proceeds can be reinvested at a rate of return that is expected to recover the loss within a reasonable period of time.

Income Tax Accounting. We file a consolidated federal income tax return. The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.

Under U.S. GAAP, a valuation allowance is required to be recognized if it is more likely than not that a deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning our evaluation of both positive and negative evidence, our forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. The tax planning strategies we considered in our deferred tax asset analysis include, but are not limited to, the termination of the bank-owned life insurance program, the sale/leaseback of our owned office properties, and the sale of our municipal securities with reinvestment of the proceeds in taxable securities. Positive evidence includes current positive earning trends, the existence of taxes paid in available carryback years, and the probability that taxable income will continue to be generated in future periods, while negative evidence includes any cumulative losses in the current year and prior two years and general business and economic trends.

At June 30, 2013, based on the results of our regular assessment of the ability to realize our deferred tax assets, we concluded that, based on all available evidence, both positive and negative, approximately $6.5 million of our deferred tax assets did not meet the "more likely than not" threshold for realization. Although realization of the remaining net deferred tax assets of $12.4 million is not assured, we believe it is more likely than not that all of the recorded deferred tax assets will be realized based on available tax planning strategies and our projections of future taxable income. The positive evidence considered in our analysis of the remaining deferred tax assets included our long-term history of generating taxable income; the cyclical nature of the industry in which we operate; the fact that a portion of the losses realized in 2011 were partly attributable to syndicated/participation lending which we stopped investing in during 2007; our history of fully realizing net operating losses, including the federal net operating loss from a $45.0 million taxable loss in 2004; and the relatively long remaining tax loss carryforward periods (19 years for federal income tax purposes, seven years for the state of Indiana, and 12 years for the state of Illinois). The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during tax loss carryforward periods are reduced. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets, which would result in additional income tax expense in the period and could have a significant impact on our future earnings.

Positions taken in our tax returns may be subject to challenge upon examination by the taxing authorities. The benefit of an uncertain tax position is initially recognized in the financial statements only when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Differences between our position and the position of tax authorities could result in a reduction of a tax benefit or an increase to a tax liability, which could adversely affect our future income tax expense.

We believe our tax policies and practices are critical accounting policies because the determination of our tax provision and current and deferred tax assets and liabilities have a material impact on our results of operations and the carrying value of our assets. We believe our tax assets and liabilities are adequate and are properly recorded in the consolidated financial statements at June 30, 2013.

Results of Operations for the Three and Six Months Ended June 30, 2013 and 2012

Performance Overview

The following tables provide selected financial and performance information for
the periods presented:
                                              Three Months Ended               Six Months Ended
                                                   June 30,                        June 30,
                                             2013            2012            2013            2012
                                                            (Dollars in thousands,
                                                            except per share data)
Net income (loss)                       $      (167 )    $     1,354     $     1,335     $     1,844
Diluted earnings (loss) per share              (.02 )            .13             .12             .17
Pre-tax, pre-provision earnings, as
adjusted (1)                                  2,258            3,089           5,047           5,870
Return on average assets (2)                   (.06 )%           .47 %           .24 %           .32 %
Return on average equity (2)                   (.59 )           5.25            2.39            3.56
Average interest-earning assets         $ 1,027,146      $ 1,052,039     $ 1,028,681     $ 1,048,907
Net interest income                           8,233            8,944          16,434          17,867
Net interest margin (2)                        3.21  %          3.42 %          3.22 %          3.43 %
Non-interest income                     $     1,806      $     2,643     $     4,660     $     5,467
Non-interest expense                          9,464            8,542          17,919          18,749
Efficiency ratio (3)                          96.11  %         75.71 %         86.49 %         82.92 %

                                      June 30,     December 31,     June 30,
                                        2013           2012           2012
Book value per share                 $  10.21     $      10.28     $    9.62
Shareholders' equity to total assets     9.83 %           9.83 %        9.24 %
Bank Capital Ratios:
Tier 1 core capital ratio                9.08             8.81          8.56
Tier 1 risk-based capital ratio         14.06            12.81         12.10
Total risk-based capital ratio          15.31            14.06         13.35

(1) See "Non-U.S. GAAP Financial Information" on page 43.

(2) Annualized.

(3) The efficiency ratio is calculated by dividing non-interest expense by the sum of net interest income and non-interest income, excluding net gain on sale of investment securities.

The following discussion and analysis presents the more significant factors affecting our financial condition as of June 30, 2013 and results of operations for the three and six months ended June 30, 2013, and as compared to the same periods in the prior year. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this report.

We recorded a net loss of $(167,000), or $(.02) per share for the three months ended June 30, 2013, which represents a decrease of 112% from net income of $1.4 million, or $.13 per diluted share, for the comparable 2012 period. Our earnings were negatively impacted by lower net interest income, a loss on the sale of a large commercial participation other real estate owned property, and $971,000 of merger-related expenses. These merger-related expenses were primarily legal and investment banking fees for services rendered in connection with the merger with First Merchants Corporation announced in May 2013 and the preparation and review of the required regulatory filings. Non-interest expense increased by $922,000, or 10.8%, to $9.5 million for the second quarter of 2013 from $8.5 million for the second quarter of 2012 primarily due to $949,000 of professional fees in connection with the merger.

Our problem asset resolution efforts continue, reducing our level of non-performing assets to $48.6 million at June 30, 2013, a decrease of 3.4% from $50.3 million at December 31, 2012. The ratio of non-performing assets to total assets decreased to 4.29% at June 30, 2013 from 4.42% at December 31, 2012. Driving the decrease in non-performing assets was a 6.3% decrease in other real estate owned to $21.9 million at June 30, 2013 from $23.3 million at December 31, 2012, which was partially offset by a 1.0% increase in non-performing loans. Our non-performing loans to total loans increased to 4.04% at June 30, 2013 from 3.89% at December 31, 2012, primarily due to the 4.7% decrease in total loans outstanding. Of the total non-performing loans at June 30, 2013, $7.3 million, or 27.2%, are current and performing in accordance with their loan agreements.

The targeted growth segments in our loan portfolio include commercial and industrial and owner occupied and multifamily commercial real estate, which in the aggregate comprised 60.3% of the commercial loan portfolio at June 30, 2013, compared to 59.2% at December 31, 2012 and 55.6% at June 30, 2012. In addition, our focus on deepening client relationships continues to emphasize core deposit growth. Total core deposits as a percentage of total deposits increased to 68.3% at June 30, 2013 from 65.1% at December 31, 2012 and 62.5% at June 30, 2012. The increase was primarily due to an increase in non-interest bearing accounts and the continued shrinkage in certificates of deposit in this low interest rate environment.

At June 30, 2013, our shareholders' equity decreased slightly to $111.2 million, or 9.83% of assets, compared to $111.8 million, or 9.83% of assets, at December 31, 2012 and $104.6 million, or 9.24% of assets, at June 30, 2012. The decrease from December 31, 2012 was primarily due to net income of $1.3 million partially offset by a decrease in accumulated other comprehensive income, net of tax, of $1.9 million primarily due to higher interest rates and dividends declared of $219,000.

The Bank's Tier 1 capital ratio increased 27 basis points to 9.08% at June 30, 2013 from 8.81% at December 31, 2012 and 52 basis points from 8.56% at June 30, 2012. The Bank's total risk-based capital to risk-weighted assets ratio increased 125 basis points to 15.31% at June 30, 2013 from 14.06% at December 31, 2012 and 196 basis points from 13.35% at June 30, 2012. The . . .

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