February 07, 2012, 7:18 AM EST
By Steven Sloan
Feb. 7 (Bloomberg) — The largest U.S. private-equity funds and venture capital firms have relied on a five-year, multimillion-dollar lobbying campaign to protect the carried interest tax break that helped drive presidential candidate Mitt Romney’s 2010 effective tax rate below 14 percent.
With the issue gaining attention in this year’s U.S. presidential election campaign, the investment industry is again girding to defend its preferential tax treatment. Blackstone Group LP alone spent $5 million in 2011 lobbying Congress on issues including the tax treatment of carried interest.
“If anything preserves the status quo, it will be the very heavy lobbying campaign,” said Edward Kleinbard, a law professor at the University of Southern California. “There’s no other reason for the subsidy to survive.”
Opponents of the tax rate for carried interest see this as an opportunity to press for change. Romney released his 2010 tax returns on Jan. 24, revealing he paid an effective tax rate of 13.9 percent on income of $21.6 million.
Romney, a former Republican governor of Massachusetts and co-founder of Bain Capital LLC, has come to personify the debate over whether the carried interest paid to private-equity managers should be taxed at the capital gains rate of 15 percent while ordinary income is taxed at rates as high as 35 percent.
Tax Fairness Debate
Democrats view the carried interest issue as an element of the tax fairness theme that President Barack Obama is highlighting in his re-election campaign. Representative Sander Levin of Michigan, the top Democrat on the House Ways and Means Committee, plans to introduce a bill as soon as this week that would tax carried interest at the same rate as regular income, according to spokesman Josh Drobnyk. The bill probably won’t advance in the Republican-controlled chamber this year.
Carried interest is the profits-based compensation that private-equity managers, real estate investors and members of oil and gas partnerships often receive. They get a portion of their clients’ earnings as investment income if the underlying earnings are treated that way. Levin and Obama call carried interest compensation for work, which they say should be viewed like wages for tax purposes.
Private-equity firms invested more than $148 billion in 1,234 U.S.-based companies in 2010, according to the Private Equity Growth Capital Council. The industry says it employs more than 8 million people.
Washington Lobbyists
Companies opposed to changing the tax treatment of carried interest have hired veteran Washington lobbyists to make their case. Wayne Berman of Ogilvy Government Relations is Blackstone’s top lobbyist on the issue. He was an assistant commerce secretary during George H.W. Bush’s administration. Other Ogilvy lobbyists working for Blackstone include Drew Maloney, who was a staffer for former House Majority Whip Tom DeLay, a Texas Republican, and Moses Mercado, the former House Democratic Leader Richard Gephardt’s deputy chief of staff.
Kohlberg Kravis Roberts & Co. hired former Representative Vic Fazio, a California Democrat, to work with Congress on “tax issues affecting private-equity firms and their portfolio companies,” according to lobbying records. The New York-based private-equity company spent $150,000 in the fourth quarter on lobbyists from Akin Gump Strauss Hauer & Feld to work on issues that included tax policy.
Bain spent $80,000 during the fourth quarter to hire lobbyists from Public Strategies Washington Inc. to “monitor tax reform developments,” lobbying records show. Joseph O’Neill and Paul Snyder are lobbying for Romney’s former company.
O’Neill was chief of staff to former Senate Finance Committee Chairman Lloyd Bentsen and helped run the late Texas Democrat’s 1988 vice presidential bid. Snyder was a legislative assistant to former House Speaker Tip O’Neill, the late Massachusetts Democrat.
Budget Deficit
Raising taxes on carried interest compensation wouldn’t do much to narrow the U.S. budget deficit. In its fiscal 2012 budget request, the Obama administration said the proposal to tax carried interest as ordinary income would generate $14.8 billion over 10 years. In December, the deficit stood at almost $1.3 trillion.
The issue has divided Congress along mostly partisan lines. The last time the Senate considered a bill that would have increased taxes on carried interest — in June 2010 — every Republican voted against it, preventing the bill from advancing. Senator Ben Nelson of Nebraska was the only Democrat to oppose the legislation.
Few Defections
The same bill was passed in the House that year with 15 lawmakers in each party voting against their leaders.
As the debate over carried-interest taxation advanced in Congress, the Private Equity Growth Capital Council was formed in February 2007 so the industry could make its case more directly to lawmakers.
The group, whose members include the Carlyle Group LP, based in Washington, and New York-based Blackstone spent about $2.5 million that year lobbying Congress on issues that included measures to tax carried interest at the same rate as ordinary income. It spent $2.2 million on lobbying in 2011.
“We believe that tax policy should incentivize the kind of entrepreneurial risk-taking that private-equity firms take every day,” said Ken Spain, a spokesman for the Private Equity Growth Capital Council, a trade group based in Washington. “We remain vigilant in respect to this issue. Private equity as an asset class is going to be a topic of discussion throughout 2012.”
Spain is a former communications director for the National Republican Congressional Committee.
Comprehensive Overhaul
While the issue will be a central one in the presidential campaign and on Capitol Hill, the taxation of carried interest probably won’t change until Congress considers a comprehensive tax-code overhaul. That would be difficult to enact before 2013.
One potential challenge for private equity is something that otherwise would be seen as a favorable development for the industry: a Romney administration. Ending the preferential treatment of capital gains if Romney wins the presidency could dissolve notions that he is a captive to his former industry, said Martin Sullivan, a contributing editor at Tax Analysts, a nonprofit organization in Falls Church, Virginia.
“It will be much easier to repeal if Mitt Romney becomes president than if Mr. Obama remains president,” he said.
Still, Romney adviser Eric Fehrnstrom told reporters last month that the Republican presidential candidate thinks carried interest should be taxed at the same rate as a capital gain. The candidate has proposed eliminating the tax on capital gains for those with adjusted gross incomes of less than $200,000 a year.
‘Convoluted’ Code
Private-equity executives also rely on fairness arguments to make their case. In a Jan. 27 appearance on Bloomberg Television, Steve Pagliuca, the managing partner of Bain Capital, said the tax code is “convoluted” and “almost unintelligible.”
“We’ve got to have a fair tax code,” he said. “We don’t wake up every day saying ‘Well, what’s the tax code?’ We wake up trying to build great businesses and we pay all of the taxes that are necessary.”
Mark Heesen, president of the National Venture Capital Association, an industry trade group based in Arlington, Virginia, said his industry often reminds lawmakers of its differences from other investors such as private-equity firms. Venture capital firms typically invest in early-stage companies and don’t use as much leverage as private-equity investors do.
Creating Something
“We are able to demonstrate our belief that quintessential capital gains are all about creating something out of nothing,” he said. “That’s what venture capital does.”
Heesen said his message to Congress is that it’s important to maintain the link between carried interest and capital gains, even if the capital gains tax rate increases. Unless Congress acts, such gains will be taxed at 20 percent in 2013. High earners will face an additional 3.8 percent tax on capital gains and other unearned income as part of the 2010 health-care law.
On the other side of the issue is the AFL-CIO, which has lobbied in favor of changing how carried interest is taxed, and is prepared to do so again. Damon Silvers, the policy director for the labor organization in Washington, called the treatment of carried interest a “tax subsidy for leveraged buyouts.”
“We are going to be pressing the carried interest issue at whatever opportunity we get,” he said. “Mitt Romney’s tax returns are the world’s greatest educational tool about the impact of the carried-interest loophole.”
The AFL-CIO spent $1.1 million in 2007 to lobby Congress on issues that included a Senate bill to raise taxes on carried interest.
Lobbying on the carried-interest debate is only part of the reason the tax break has survived, said David Donnelly, the national campaigns director at the Public Campaign Action Fund, a Washington nonprofit group that tracks political contributions. Investors who are paid in carried interest are often the well-heeled donors that members of both parties turn to for campaign contributions, he said.
“I don’t think it’s simply the lobbying,” Donnelly said. “The people who are interested in this particular provision are high net-worth individuals. That’s a constituency that Congress always cares about when they have to raise money to fund their campaigns.”
–With assistance from Richard Rubin in Washington and Cristina Alesci in New York. Editors: Jodi Schneider, Robin Meszoly
To contact the reporter on this story: Steven Sloan in Washington at ssloan7@bloomberg.net
To contact the editor responsible for this story: Jodi Schneider at jschneider50@bloomberg.net
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2012年2月1日星期三
Rurban Financial Corp. Reports 2011 Full Year and Fourth Quarter Results
DEFIANCE, Ohio, Feb. 1, 2012 (GLOBE NEWSWIRE) — Rurban Financial Corp. (Nasdaq:RBNF – News) (“Rurban” or “the Company”), a diversified financial services company providing full-service community banking, mortgage banking, wealth management and item processing services, today reported earnings for the fourth quarter and fiscal year ended December 31, 2011.
Consolidated earnings for Rurban Financial Corp. include the results of Rurban’s Banking Group, consisting primarily of The State Bank and Trust Company (“State Bank” or “the Bank”), and Rurban’s data services subsidiary, Rurbanc Data Services, Inc. (dba “RDSI Banking Systems” or “RDSI”). For the year ended December 31, 2011, Rurban reported net income of $2.1 million, or $0.42 per diluted share, compared to a net loss of $15.6 million, or $(3.21) per diluted share for the year ended December 31, 2010. Net income for the fourth quarter of 2011 was $675,000, or $0.14 per diluted share, compared to $602,000, or $0.12 per diluted share, for the third quarter of 2011, and a loss of $6.6 million, or $(1.35) per diluted share, for the 2010 fourth quarter.
Earnings from operations exclude one-time or non-core items, primarily related to the June 2010 termination of the proposed spinoff and merger of RDSI with New Core Holdings. These non-core or one-time items include the following:
Excluding a net one-time gain of $250,000 after tax in 2011 and a net charge of $11.2 million after tax in 2010, Rurban reported earnings from operations of $1.82 million in 2011, or $0.37 per diluted share, compared to a 2010 net loss from operations of $4.46 million, or $(0.92) per diluted share. For the fourth quarters of 2011 and 2010, excluding after-tax non-core charges of $423,000 and $4.67 million, respectively, earnings from operations were $1.1 million, or $0.23 per diluted share, compared to a loss of $1.9 million, or $(1.35) per diluted share, for the 2010 fourth quarter. Net income for the third quarter of 2011 was $602,000, or $0.12 per diluted share, with virtually no one-time items. (A detailed reconciliation of GAAP to core earnings can be found in the financial tables.)
Key items for the 2011 fourth quarter and full year include:
“We made important progress during 2011 resolving the issues at RDSI, our data services operation. Over the past twelve months, we reduced noninterest expenses by nearly $15 million to align with revenues now derived almost exclusively from item processing. With the distractions of downsizing behind us, and a leaner more focused team, we are better positioned to capitalize on opportunities related specifically to item processing, where RDSI has a strong competency and a distinct market advantage.
“There are still operating improvements to be achieved throughout our organization, but the urgency is diminished following our major 2011 cost-saving initiatives, including approximately $2 million of savings at State Bank. Revenue growth has become increasingly important as we identify opportunities that exist within our customer base, and devise strategies to enhance cross-sell and profit per household.
“We have been quite successful this past year with our new jumbo residential loan product that we introduced to our highly qualified private banking clients. We retained over $20 million of these and other variable-rate mortgages in our portfolio, which has more than offset the anticipated roll-off of residential mortgages during 2011. We continue to sell the remainder of our loan production into the secondary markets, which amounted to $198 million in 2011. Still, we are somewhat disappointed that the superb achievements of our mortgage lenders have been masked by the volatility of the marketplace. While our mortgage banking activities generated nearly $2.7 million of net revenue in 2011, our full profit potential was compromised by the declining interest rate environment and the refinancing frenzy. We are hopeful that mortgage rates have finally bottomed out, and a more stable environment going forward will allow mortgage banking revenues to more closely reflect our strong activity levels. There are additional benefits to our mortgage banking initiative as we’ve added a sizeable number of new households to our customer base, providing us with an opportunity to introduce the full platform of State Bank services.
“Over the past twelve months, our ongoing focus on asset quality has reduced nonperforming assets by more than 25 percent. Costs associated with the administration and resolution of these problem assets have continued to decline, providing a substantial boost to 2011 earnings.
“The totality of these successful initiatives has had a favorable impact on our bank regulatory capital ratios, where the cushion above “well-capitalized” levels continues to grow. On a consolidated basis, the impact on leverage of the recent charge-offs is diminishing, with tangible equity benefiting disproportionately following the write off of RDSI goodwill, which, with the fourth quarter charge of $380,000, is now entirely off our balance sheet. There is still room for improvement on all fronts — as there always is and will be — but the message for 2012 is definitely more positive than we have felt for the past eighteen months.”
RESULTS OF OPERATIONS
Consolidated Revenue
Total revenue, consisting of net interest income (FTE) and noninterest income, was $35.1 million in 2011, down $6.3 million, or 15.2 percent, from the prior-year twelve month period. For the fourth quarter of 2011, total revenue was $8.8 million, a decline of $1.5 million, or 14.6 percent, from the $10.3 million reported for the 2010 fourth quarter. The lower level of revenue for the year and the fourth quarter versus comparable 2010 periods relates primarily to the loss of RDSI’s data processing business.
Net interest income (FTE) for 2011 was $21.3 million, up $0.54 million, or 2.6 percent, compared to 2010. The net interest margin (FTE) was 3.81 percent for 2011 compared to 3.67 percent for the 2010 twelve-month period; the 14 basis point, or 3.8 percent, improvement resulted from a 46 basis point decrease in the cost of interest-bearing liabilities, partially offset by a 34 basis point decline in the yield on earning assets. Year over year, average earning assets declined $6.5 million, or 1.2 percent.
Although Rurban’s funding mix has been improving on a quarterly basis, the deleveraging transaction completed in June of 2011 enabled Rurban to further reduce its higher-cost borrowings. In a series of transactions, State Bank sold $43 million of investment securities with a weighted average yield of 3.97 percent, recognizing a $1.9 million gain on sale. Proceeds were applied to pay down $32.0 million of borrowings ($30 million of repos and $2 million of FHLB advances) with a weighted average rate of 4.64 percent. The prepayment penalty for the pay down was $1.1 million. Thus, in addition to margin improvement, the net one-time gain from the deleveraging was $0.79 million.
Net interest income (FTE) for the fourth quarter of 2011 was $5.4 million, up $79,000, or 1.5 percent, from the fourth quarter of 2010. This growth was derived from an 11 basis point, or 2.9 percent, improvement in the net interest margin (FTE), to 3.87 percent, partially offset by a $7.6 million, or 1.35 percent, decline in average earning assets. For the fourth quarter of 2011, average earning assets comprised 87 percent of average assets compared to 82 percent for the prior-year fourth quarter. Compared to the third quarter, net interest income (FTE) declined 2.0 percent from the impact of an eleven basis point, or 2.8 percent, decline in the net interest margin (FTE) partially offset by a 0.8 percent growth in average earning assets.
Noninterest Income
Noninterest income was $13.9 million for the year ended December 31, 2011, a decline of $7.0 million, or 33.4 percent, from the $20.8 million reported for 2010. Excluding non-core items totaling 2.1 million and $0.33 million in 2011 and 2010, respectively, 2010 noninterest income from operations was $11.8 million, a decline of $8.7 million from the prior year. The following table provides a reconciliation of core and non-core items to noninterest income on a GAAP basis:
Among major non-core items, the $1.87 million gain on the sale of securities that originated as part of the deleveraging strategy accounted for the majority of 2011 non-core items; it was partially offset by a prepayment penalty of $1.08 million, resulting in a net gain of $0.79 million.
With respect to operating income, the loss of RDSI’s data processing fee income accounted for a $6.6 million decline in recurring fee income compared to 2010. The remaining $2.1 million decline reflects a lower level of mortgage banking revenue, both from a lower gain on mortgage sales and a more volatile mortgage banking environment that impacted servicing fee revenue. For the fourth quarter of 2011, core noninterest income was $3.47 million. Compared to the year-ago fourth quarter, core noninterest income declined $1.6 million or 31.3 percent.
Despite the loss of data processing fees, Rurban remains highly diversified for a bank of its asset size. Core noninterest income contributed 39.2 percent of 2011 core revenue; this compares to a 48.8 percent contribution for 2010.
Gross revenue generated by RDSI, including services provided to Rurban/State Bank was $1.04 million for the fourth quarter of 2011, virtually unchanged from the previous quarter, but lower by $0.42 million compared to the year-ago fourth quarter where data processing clients were still deconverting. Net data services fees, excluding Rurban/State Bank intercompany transactions, were $0.67 million in the fourth quarter of 2011, down $0.38 million from the year-ago quarter.
Rurban continues to aggressively seek mortgage originations throughout its Northwest Ohio and Northeast Indiana community franchise, as well as through its loan production office in Columbus, Ohio. For the twelve months of 2011, mortgage loan originations were $220.2 million, down $19 million, or 7.9 percent, from 2010′s record level of $239.2 million. The fourth quarter in both years contributed to strong full-year performance, with $85.1 million of residential mortgage loans originated in the 2011 fourth quarter compared to $90.3 million in 2010, a decline of $5.2 million, or 5.8 percent. However, Rurban retained in portfolio over 10 percent of mortgage loan originations in 2011, or $22.4 million, primarily jumbo loans to highly-qualified private banking clients, while in 2010, Rurban retained $13 million, or 5.4 percent of originations; as a result, mortgages sold declined $28.7 million, or 12.7 percent. Reflecting a change in the mix of mortgage loans sold, spreads on both the servicing retained and the loans sold were lower in 2011 compared to 2010. Rurban retains servicing on conventional mortgages but sells its servicing on all other types of mortgages. These two factors — a 12.7 percent decline in loans sold and an eight percent decline in spread income — lowered the gain on mortgage loans sold by 19.4 percent to $3.6 million for 2011 compared to $4.5 million in 2010.
The loan servicing portfolio at year-end 2011 was $402.1 million, up $73.6 million, or 22.4 percent, from year-end 2010. As a result of volatile market conditions, however, with declining interest rates and a high level of refinancing activity, the capitalized value of servicing rights declined 11.6 percent during the course of the year, to $2.8 million. Loan servicing fees, which average 25 basis points of the average servicing portfolio, were $0.89 million, up 47.2 percent from the $0.61 million reported in 2010. However, higher amortizations and valuation adjustments reduced the cash value of servicing fees to a negative $0.97 million in 2011 compared to income of $0.21 million in 2010, a negative swing of $1.18 million. Still, Rurban posted net mortgage banking revenue, consisting of gains on mortgage loan sales plus net servicing fees, of $2.65 million for 2011. Compared to 2010, mortgage banking revenue declined $2.1 million, or 43.6 percent, from the $4.7 million reported in 2010.
Loan Loss Provision
The loan loss provision was $2.0 million for 2011, a decline of $8.6 million from 2010. Excluding the $3 million provision related to an RDSI loan charged off in 2010, the provision declined $5.6 million, or 73.7 percent. The decreased provision expense reflects a 35 percent decline in nonaccruing loans over the past twelve months, and lower net charge-offs. The loan loss reserve at year-end 2011 was 1.48 percent of total loans, providing 82 percent coverage of nonaccruing loans at December 31, 2011; this compares to reserve coverage of 55 percent at year-end 2010. Nonaccruing loans declined by $4.3 million year over year, while net charge-offs, excluding the RDSI loan, declined by $5.4 million. For the fourth quarter of 2011, the $0.3 million provision compares to net charge-offs of like amount. For the fourth quarter of 2010, the provision was $1.8 million compared to net charge-offs of $1.5 million.
Noninterest Expense
Noninterest expense for 2011 was $29.6 million, a decline of $22.7 million, or 43.3 percent, from the $52.3 million reported for the 2010 period. Non-core expenses reported during the twelve months of 2011 were substantially reduced from 2010 levels: $1.7 million in 2011 compared to $14.1 million for the 2010 twelve-month period. Excluding these one-time or non-core items, noninterest expense from operations was $28.0 million in 2011, a decline of $10.2 million, or 26.8 percent. The following table provides a reconciliation of core and non-core items to noninterest expense on a GAAP basis.
In addition to the $1.08 million prepayment penalty arising from the deleveraging transaction in June 2011, 2011 non-core charges were limited to $0.60 million of goodwill and OREO impairments recorded in the fourth quarter of 2011. This compares to $14.1 million of 2010 charges, of which RDSI accounted for $13.1 million.
Approximately half of the $10.2 million of 2011 operational savings reflect the continued downsizing of RDSI in response to the loss of its data processing business. Of the 32 FTE total staff reductions in 2011, 17 were from RDSI. More recent cost savings have been the result of efficiencies at the bank level; savings were derived in several areas, including employee and professional expenses, as well as from lower credit administration and OREO expense, which declined by $0.76 million over the past year. For the fourth quarter of 2011, noninterest expense from operations was $6.8 million, a decline of $2.1 million, or 23.7 percent, from the fourth quarter of 2010, and virtually unchanged from the third quarter of 2011. As a small community bank, State Bank is benefiting from FDIC premium reductions as a result of the Dodd-Frank legislation; the fourth quarter 2011 premium was $0.19 million, down $0.27 million from the year-ago quarter.
Balance Sheet
Total assets as of December 31, 2011 were $629.1 million, a decline of $31.2 million, or 5.0 percent, from year-end 2010. The deleveraging transactions completed during June of 2011 contributed to a $37 million decline in second quarter assets to $618.1 million, from $655 million at the March quarter-end. The investment securities portfolio declined $26.3 million, ending the June quarter at $108.5 million, while surplus cash declined by $27.6 million, to $10.5 million at June 30, 2011. Approximately $15 million of surplus cash was used to fund loan growth in the second quarter. Since June 30, 2011, Rurban’s assets increased by $11.0 million.
Total loans held for investment (HFI) were $442.6 million at December 31, 2011, compared to $427.5 million at the prior year-end, up $15.0 million, or 3.4 percent. Real estate loans accounted for the majority of growth, namely, commercial real estate (“CRE”), up $8.2 million, or 4.2 percent, and residential mortgages, up $4.3 million, or 3.2 percent. Commercial & Industrial (“C&I”) loans increased by $2.9 million, or 3.3 percent.
The Bank’s loan portfolio is well-diversified. Approximately $201 million, or 45.5 percent, consists of commercial real estate loans, primarily owner-occupied CRE (16.0 percent of total loans) and investor-owned CRE (20.6 percent of total loans). Its portfolio of 1-4 family residential real estate loans (1st & 2nd) currently stands at $139 million, or 31.5 percent of total loans. This segment grew by approximately $4.3 million since December 31, 2010 primarily as a result of State Bank’s successful initiative to cross-sell its jumbo mortgage product to its private banking clients.
Total deposits as of December 31, 2011 were $518.8 million, higher by $3.1 million than at year-end 2010. As a result of the balance sheet deleveraging, combined with lower cash reserves, State Bank was able to reduce higher cost repos and FHLB advances by $37.0 million since the prior-year fourth quarter; they now stand at $31.6 million.
Asset Quality
The quality of Rurban’s loan portfolio has remained strong throughout the current credit cycle. Rurban continues to improve on its performance, reporting nonaccruing assets of $10.0 million for the current quarter, which were lower by $4.0 million, or 29.1 percent, than the prior year-end. Accruing restructured loans totaled $1.3 million, substantially unchanged from December 31, 2010. However, recent 30-89 day delinquencies increased by $1.2 million above the third quarter 2011 level, primarily from delinquent residential real estate loans; they now stand at $2.0 million compared to $1.6 million at year-end 2010.
Progress with the resolution of CRE loans more than offset the recent setback with respect to residential and C&I nonaccruals, accounting for the majority of the year over year improvement in the nonaccrual portfolio. By year-end 2011, only 0.7 percent of CRE loans were on nonaccrual status compared to 2.81 percent at the prior year-end, an improvement of $4.0 million, or 72 percent. Currently, State Bank has only four nonperforming relationships that exceed $1.0 million; together, they account for $5.4 million, or 55 percent, of nonaccruing assets.
Capitalization
As of December 31, 2011, the capital ratios of Rurban’s banking subsidiary, State Bank, were all in excess of the regulatory thresholds for a “well-capitalized” institution. The Bank’s Tier I Leverage ratio was 8.01 percent of total assets, a substantial improvement from the 6.90 percent reported at year-end 2010. The Total Risk-Based Capital ratio was 12.01 percent of risk-weighted assets, with the Tier 1 Risk-Based Capital ratio at 10.76 percent.
About Rurban Financial Corp.
Based in Defiance, Ohio, Rurban Financial Corp. is a financial services holding company with two wholly-owned operating subsidiaries: The State Bank and Trust Company (State Bank) and RDSI Banking Systems (RDSI). State Bank operates through 18 banking centers in seven Northwestern Ohio counties, one center in Fort Wayne, Indiana; and loan production offices in Columbus, Ohio and Angola, Indiana. The Bank offers a full range of financial services for consumers and small businesses, including trust services, mortgage banking, commercial and agricultural lending. RDSI provides item processing services to community banks located in the Midwest. Rurban’s common stock is listed on the NASDAQ Global Market under the symbol RBNF.
Forward-Looking Statements
Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in the national and regional banking, insurance and mortgage industries, competitive factors specific to markets in which Rurban and its subsidiaries operate, future interest rate levels, legislative and regulatory actions, capital market conditions, general economic conditions, geopolitical events, the loss of key personnel and other factors. Forward-looking statements speak only as of the date on which they are made, and Rurban undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as required by law. All subsequent written and oral forward-looking statements attributable to Rurban or any person acting on its behalf are qualified by these cautionary statements.
Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP, this release contains certain non-GAAP financial measures. Management believes that providing certain non-GAAP financial measures provides investors with information useful in understanding Rurban’s financial performance, its performance trends and financial position. Specifically, Rurban provides measures based on “core operating earnings,” which excludes merger, integration and restructuring expenses that are not reflective of on-going operations or not expected to recur. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results.
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Consolidated earnings for Rurban Financial Corp. include the results of Rurban’s Banking Group, consisting primarily of The State Bank and Trust Company (“State Bank” or “the Bank”), and Rurban’s data services subsidiary, Rurbanc Data Services, Inc. (dba “RDSI Banking Systems” or “RDSI”). For the year ended December 31, 2011, Rurban reported net income of $2.1 million, or $0.42 per diluted share, compared to a net loss of $15.6 million, or $(3.21) per diluted share for the year ended December 31, 2010. Net income for the fourth quarter of 2011 was $675,000, or $0.14 per diluted share, compared to $602,000, or $0.12 per diluted share, for the third quarter of 2011, and a loss of $6.6 million, or $(1.35) per diluted share, for the 2010 fourth quarter.
Earnings from operations exclude one-time or non-core items, primarily related to the June 2010 termination of the proposed spinoff and merger of RDSI with New Core Holdings. These non-core or one-time items include the following:
| Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures | |||||
| Three Months Ended | Twelve Months Ended | ||||
| ($ in Thousands) | Dec. 2011 | Sept. 2011 | Dec. 2010 | Dec. 2011 | Dec. 2010 |
| GAAP Earnings | $ 675 | $ 602 | $ (6,584) | $ 2,066 | $ (15,613) |
| Net securities gains | – | – | 1 | (788) | (525) |
| Loss on sales of assets | 46 | 27 | 41 | 333 | 200 |
| OREO writedown | 214 | – | 757 | 214 | 972 |
| Net charges at RDSI related to termination of merger | 381 | – | 6,273 | (138) | 16,259 |
| Total non-core items | 641 | 27 | 7,071 | (379) | 16,907 |
| Applicable income tax effect on non-core items | (218) | (9) | (2,404) | 129 | (5,748) |
| After-tax non-core items | $ 423 | $ 18 | $ 4,667 | $ (250) | $ 11,158 |
| Core Earnings from Operations | $ 1,098 | $ 620 | $ (1,917) | $ 1,816 | $ (4,455) |
| Core Earnings per Diluted Share | $ 0.23 | $ 0.13 | $ (0.39) | $ 0.37 | $ (0.92) |
Excluding a net one-time gain of $250,000 after tax in 2011 and a net charge of $11.2 million after tax in 2010, Rurban reported earnings from operations of $1.82 million in 2011, or $0.37 per diluted share, compared to a 2010 net loss from operations of $4.46 million, or $(0.92) per diluted share. For the fourth quarters of 2011 and 2010, excluding after-tax non-core charges of $423,000 and $4.67 million, respectively, earnings from operations were $1.1 million, or $0.23 per diluted share, compared to a loss of $1.9 million, or $(1.35) per diluted share, for the 2010 fourth quarter. Net income for the third quarter of 2011 was $602,000, or $0.12 per diluted share, with virtually no one-time items. (A detailed reconciliation of GAAP to core earnings can be found in the financial tables.)
Key items for the 2011 fourth quarter and full year include:
- Net income improvement of $17.7 million year over year; earnings from operations (“core earnings”) improvement of $6.3 million; and pre-tax, pre-provision core earnings improvement of $2.4 million compared to full-year 2010.
- Net interest income on a fully tax equivalent (FTE) basis benefited from lower funding costs and a boost from a deleveraging transaction completed in June 2011. For 2011, the net interest margin (FTE) was 3.81 percent, up 14 basis points from 2010.
- Core noninterest income declined by $8.7 million year over year, impacted in 2011 by the volatility of the mortgage market and the loss of RDSI data processing fee income. Wealth management and customer service fees have provided ongoing stability to fee income, totaling $5.1 million in 2011, substantially unchanged from 2010.
- 2011 mortgage loan originations were only modestly below the record 2010 level. However, lower loan sales and spreads, in addition to higher OMSR valuation adjustments and amortization, lowered net mortgage banking revenue by 44 percent year over year: $2.7 million in 2011 versus $4.7 million in 2010.
- Excluding one-time charges, corporate-wide expenses declined $10.2 million year over year both as a result of the downsizing of RDSI and from efficiencies implemented at State Bank. Full-time equivalent employees declined by 32, or 13 percent, since December 31, 2010.
- Asset quality has improved year over year, but suffered a modest setback compared to third quarter 2011. Nonperforming assets declined 25 percent, to $11.1 million, or 1.77 percent of total assets over the past twelve months. Costs associated with credit administration and OREO declined by $0.75 million. Including provisions and one-time items, the total savings from credit improvements at State Bank were nearly $7 million in 2011.
- The Bank remains well-capitalized. On a consolidated level, Rurban’s tangible leverage improved by 76 basis points over the course of the year. At 4.93 percent, it remains a focus of management attention.
- Loan growth of $14.7 million in 2011, or 3.5 percent, reflects a solid performance in a slowly recovering economy and a competitive banking environment.
“We made important progress during 2011 resolving the issues at RDSI, our data services operation. Over the past twelve months, we reduced noninterest expenses by nearly $15 million to align with revenues now derived almost exclusively from item processing. With the distractions of downsizing behind us, and a leaner more focused team, we are better positioned to capitalize on opportunities related specifically to item processing, where RDSI has a strong competency and a distinct market advantage.
“There are still operating improvements to be achieved throughout our organization, but the urgency is diminished following our major 2011 cost-saving initiatives, including approximately $2 million of savings at State Bank. Revenue growth has become increasingly important as we identify opportunities that exist within our customer base, and devise strategies to enhance cross-sell and profit per household.
“We have been quite successful this past year with our new jumbo residential loan product that we introduced to our highly qualified private banking clients. We retained over $20 million of these and other variable-rate mortgages in our portfolio, which has more than offset the anticipated roll-off of residential mortgages during 2011. We continue to sell the remainder of our loan production into the secondary markets, which amounted to $198 million in 2011. Still, we are somewhat disappointed that the superb achievements of our mortgage lenders have been masked by the volatility of the marketplace. While our mortgage banking activities generated nearly $2.7 million of net revenue in 2011, our full profit potential was compromised by the declining interest rate environment and the refinancing frenzy. We are hopeful that mortgage rates have finally bottomed out, and a more stable environment going forward will allow mortgage banking revenues to more closely reflect our strong activity levels. There are additional benefits to our mortgage banking initiative as we’ve added a sizeable number of new households to our customer base, providing us with an opportunity to introduce the full platform of State Bank services.
“Over the past twelve months, our ongoing focus on asset quality has reduced nonperforming assets by more than 25 percent. Costs associated with the administration and resolution of these problem assets have continued to decline, providing a substantial boost to 2011 earnings.
“The totality of these successful initiatives has had a favorable impact on our bank regulatory capital ratios, where the cushion above “well-capitalized” levels continues to grow. On a consolidated basis, the impact on leverage of the recent charge-offs is diminishing, with tangible equity benefiting disproportionately following the write off of RDSI goodwill, which, with the fourth quarter charge of $380,000, is now entirely off our balance sheet. There is still room for improvement on all fronts — as there always is and will be — but the message for 2012 is definitely more positive than we have felt for the past eighteen months.”
RESULTS OF OPERATIONS
Consolidated Revenue
Total revenue, consisting of net interest income (FTE) and noninterest income, was $35.1 million in 2011, down $6.3 million, or 15.2 percent, from the prior-year twelve month period. For the fourth quarter of 2011, total revenue was $8.8 million, a decline of $1.5 million, or 14.6 percent, from the $10.3 million reported for the 2010 fourth quarter. The lower level of revenue for the year and the fourth quarter versus comparable 2010 periods relates primarily to the loss of RDSI’s data processing business.
Net interest income (FTE) for 2011 was $21.3 million, up $0.54 million, or 2.6 percent, compared to 2010. The net interest margin (FTE) was 3.81 percent for 2011 compared to 3.67 percent for the 2010 twelve-month period; the 14 basis point, or 3.8 percent, improvement resulted from a 46 basis point decrease in the cost of interest-bearing liabilities, partially offset by a 34 basis point decline in the yield on earning assets. Year over year, average earning assets declined $6.5 million, or 1.2 percent.
Although Rurban’s funding mix has been improving on a quarterly basis, the deleveraging transaction completed in June of 2011 enabled Rurban to further reduce its higher-cost borrowings. In a series of transactions, State Bank sold $43 million of investment securities with a weighted average yield of 3.97 percent, recognizing a $1.9 million gain on sale. Proceeds were applied to pay down $32.0 million of borrowings ($30 million of repos and $2 million of FHLB advances) with a weighted average rate of 4.64 percent. The prepayment penalty for the pay down was $1.1 million. Thus, in addition to margin improvement, the net one-time gain from the deleveraging was $0.79 million.
Net interest income (FTE) for the fourth quarter of 2011 was $5.4 million, up $79,000, or 1.5 percent, from the fourth quarter of 2010. This growth was derived from an 11 basis point, or 2.9 percent, improvement in the net interest margin (FTE), to 3.87 percent, partially offset by a $7.6 million, or 1.35 percent, decline in average earning assets. For the fourth quarter of 2011, average earning assets comprised 87 percent of average assets compared to 82 percent for the prior-year fourth quarter. Compared to the third quarter, net interest income (FTE) declined 2.0 percent from the impact of an eleven basis point, or 2.8 percent, decline in the net interest margin (FTE) partially offset by a 0.8 percent growth in average earning assets.
Noninterest Income
Noninterest income was $13.9 million for the year ended December 31, 2011, a decline of $7.0 million, or 33.4 percent, from the $20.8 million reported for 2010. Excluding non-core items totaling 2.1 million and $0.33 million in 2011 and 2010, respectively, 2010 noninterest income from operations was $11.8 million, a decline of $8.7 million from the prior year. The following table provides a reconciliation of core and non-core items to noninterest income on a GAAP basis:
| Reconciliation of Noninterest Income from Core to GAAP | |||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||
| Noninterest Income*: (000′s) | Dec. 31, 2011 | Sept. 30, 2011 | June 30, 2011 | March 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2010 | ||||||
| Data service fees | 671 | 743 | 785 | 912 | 1,054 | 3,111 | 9,736 | ||||||
| Trust fees | 623 | 629 | 669 | 695 | 664 | 2,616 | 2,548 | ||||||
| Customer service fees | 647 | 664 | 640 | 581 | 615 | 2,531 | 2,461 | ||||||
| Gain on sale of mortgage & OMSR’s | 1,529 | 1,101 | 565 | 425 | 1,840 | 3,620 | 4,494 | ||||||
| Gain on sale of non-mortgage loans | 127 | – | 38 | 43 | 74 | 208 | 307 | ||||||
| Mortgage loan servicing fees, net | (88) | (25) | 123 | 139 | (59) | 149 | 191 | ||||||
| OMSR valuation adjustment | (221) | (771) | (127) | – | 660 | (1,119) | 85 | ||||||
| Other income | 180 | 161 | 174 | 168 | 200 | 684 | 672 | ||||||
| Core noninterest income | 3,468 | 2,502 | 2,867 | 2,963 | 5,048 | 11,800 | 20,494 | ||||||
| Non-core items: | |||||||||||||
| Contract buyout (2) | – | – | (519) | – | – | (519) | – | ||||||
| Net gain/(loss) on sales of securities (1) | – | – | (1,871) | – | 1 | (1,871) | (451) | ||||||
| Investment securities recoveries (1) | – | – | – | – | – | – | (74) | ||||||
| Loss on sale or disposal of assets (1) | 46 | 27 | 160 | 100 | 40 | 333 | 200 | ||||||
| Non-core noninterest income | 46 | 27 | (2,230) | 100 | 41 | (2,057) | (325) | ||||||
| Total Noninterest Income (GAAP) | 3,423 | 2,475 | 5,097 | 2,863 | 5,007 | 13,857 | 20,819 | ||||||
| *Line items identified as (1) are reported in the financial statements of State Bank, while items identified as a (2) are part of RDSI | |||||||||||||
Among major non-core items, the $1.87 million gain on the sale of securities that originated as part of the deleveraging strategy accounted for the majority of 2011 non-core items; it was partially offset by a prepayment penalty of $1.08 million, resulting in a net gain of $0.79 million.
With respect to operating income, the loss of RDSI’s data processing fee income accounted for a $6.6 million decline in recurring fee income compared to 2010. The remaining $2.1 million decline reflects a lower level of mortgage banking revenue, both from a lower gain on mortgage sales and a more volatile mortgage banking environment that impacted servicing fee revenue. For the fourth quarter of 2011, core noninterest income was $3.47 million. Compared to the year-ago fourth quarter, core noninterest income declined $1.6 million or 31.3 percent.
Despite the loss of data processing fees, Rurban remains highly diversified for a bank of its asset size. Core noninterest income contributed 39.2 percent of 2011 core revenue; this compares to a 48.8 percent contribution for 2010.
| Data Services | |||||
| ($000) | 4Q 2011 | 3Q 2011 | 2Q 2011 | 1Q 2011 | 4Q 2010 |
| Data Processing & Network Services | 320 | 292 | 302 | 367 | 451 |
| Payment Solutions | 720 | 784 | 823 | 927 | 1,008 |
| Contract Buyout | 519 | ||||
| RDSI Gross Revenue | 1,040 | 1,076 | 1,644 | 1,294 | 1,459 |
| Less: Intercompany | (369) | (333) | (340) | (382) | (405) |
| Net Data Services Fees | $ 671 | $ 743 | $ 1,304 | $ 912 | $ 1,054 |
Gross revenue generated by RDSI, including services provided to Rurban/State Bank was $1.04 million for the fourth quarter of 2011, virtually unchanged from the previous quarter, but lower by $0.42 million compared to the year-ago fourth quarter where data processing clients were still deconverting. Net data services fees, excluding Rurban/State Bank intercompany transactions, were $0.67 million in the fourth quarter of 2011, down $0.38 million from the year-ago quarter.
| Mortgage Banking | |||||||
| Three Months Ended | Twelve Months Ended | ||||||
| ($000s) | Dec. 31, 2011 | Sept 30, 2011 | June 30, 2011 | March 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2010 |
| Mortgage originations | 85,114 | 68,989 | 38,099 | 28,005 | 90,268 | 220,208 | 239,162 |
| Mortgage sales | 81,046 | 56,438 | 30,017 | 29,999 | 79,059 | 197,800 | 226,243 |
| Mortgage servicing portfolio | 402,062 | 370,033 | 351,888 | 341,600 | 328,435 | 402,062 | 328,435 |
| Mortgage servicing rights | 2,820 | 2,709 | 3,294 | 3,316 | 3,190 | 2,820 | 3,190 |
| Mortgage servicing revenue: | |||||||
| Loan servicing fees | 242 | 226 | 217 | 209 | 191 | 894 | 608 |
| Less: OMSR amortization | 329 | 251 | 94 | 70 | 250 | 745 | 484 |
| Net administrative fees | (88) | (25) | 123 | 139 | (59) | 149 | 124 |
| Less: OMSR valuation adj. | 221 | 771 | 127 | – | (660) | 1,119 | (85) |
| Net loan servicing fees | (309) | (796) | (4) | 139 | 601 | (970) | 209 |
| Plus: Gain on sale of mortgages | 1,529 | 1,101 | 565 | 425 | 1,840 | 3,620 | 4,494 |
| Mortgage banking revenue, net | $ 1,221 | $ 305 | $ 561 | $ 564 | $ 2,441 | $ 2,651 | $ 4,702 |
Rurban continues to aggressively seek mortgage originations throughout its Northwest Ohio and Northeast Indiana community franchise, as well as through its loan production office in Columbus, Ohio. For the twelve months of 2011, mortgage loan originations were $220.2 million, down $19 million, or 7.9 percent, from 2010′s record level of $239.2 million. The fourth quarter in both years contributed to strong full-year performance, with $85.1 million of residential mortgage loans originated in the 2011 fourth quarter compared to $90.3 million in 2010, a decline of $5.2 million, or 5.8 percent. However, Rurban retained in portfolio over 10 percent of mortgage loan originations in 2011, or $22.4 million, primarily jumbo loans to highly-qualified private banking clients, while in 2010, Rurban retained $13 million, or 5.4 percent of originations; as a result, mortgages sold declined $28.7 million, or 12.7 percent. Reflecting a change in the mix of mortgage loans sold, spreads on both the servicing retained and the loans sold were lower in 2011 compared to 2010. Rurban retains servicing on conventional mortgages but sells its servicing on all other types of mortgages. These two factors — a 12.7 percent decline in loans sold and an eight percent decline in spread income — lowered the gain on mortgage loans sold by 19.4 percent to $3.6 million for 2011 compared to $4.5 million in 2010.
The loan servicing portfolio at year-end 2011 was $402.1 million, up $73.6 million, or 22.4 percent, from year-end 2010. As a result of volatile market conditions, however, with declining interest rates and a high level of refinancing activity, the capitalized value of servicing rights declined 11.6 percent during the course of the year, to $2.8 million. Loan servicing fees, which average 25 basis points of the average servicing portfolio, were $0.89 million, up 47.2 percent from the $0.61 million reported in 2010. However, higher amortizations and valuation adjustments reduced the cash value of servicing fees to a negative $0.97 million in 2011 compared to income of $0.21 million in 2010, a negative swing of $1.18 million. Still, Rurban posted net mortgage banking revenue, consisting of gains on mortgage loan sales plus net servicing fees, of $2.65 million for 2011. Compared to 2010, mortgage banking revenue declined $2.1 million, or 43.6 percent, from the $4.7 million reported in 2010.
Loan Loss Provision
The loan loss provision was $2.0 million for 2011, a decline of $8.6 million from 2010. Excluding the $3 million provision related to an RDSI loan charged off in 2010, the provision declined $5.6 million, or 73.7 percent. The decreased provision expense reflects a 35 percent decline in nonaccruing loans over the past twelve months, and lower net charge-offs. The loan loss reserve at year-end 2011 was 1.48 percent of total loans, providing 82 percent coverage of nonaccruing loans at December 31, 2011; this compares to reserve coverage of 55 percent at year-end 2010. Nonaccruing loans declined by $4.3 million year over year, while net charge-offs, excluding the RDSI loan, declined by $5.4 million. For the fourth quarter of 2011, the $0.3 million provision compares to net charge-offs of like amount. For the fourth quarter of 2010, the provision was $1.8 million compared to net charge-offs of $1.5 million.
Noninterest Expense
Noninterest expense for 2011 was $29.6 million, a decline of $22.7 million, or 43.3 percent, from the $52.3 million reported for the 2010 period. Non-core expenses reported during the twelve months of 2011 were substantially reduced from 2010 levels: $1.7 million in 2011 compared to $14.1 million for the 2010 twelve-month period. Excluding these one-time or non-core items, noninterest expense from operations was $28.0 million in 2011, a decline of $10.2 million, or 26.8 percent. The following table provides a reconciliation of core and non-core items to noninterest expense on a GAAP basis.
| Reconciliation of Noninterest Expense from Core to GAAP | ||||||||||||||
| Three Months Ended | Twelve Months Ended | |||||||||||||
| Noninterest Expense*: ($000s) | Dec. 31, 2011 | Sept. 30, 2011 | June 30, 2011 | March 31, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2010 | |||||||
| Salaries and employee benefits | 3,488 | 3,583 | 3,573 | 3,530 | 3,868 | 14,174 | 17,933 | |||||||
| Occupancy & equipment expense | 1,240 | 1,258 | 1,235 | 1,295 | 1,544 | 5,028 | 8,607 | |||||||
| FDIC Insurance expense | 191 | 145 | 254 | 318 | 461 | 908 | 1,137 | |||||||
| Data processing fees | 131 | 158 | 192 | 144 | 108 | 625 | 743 | |||||||
| Professional fees | 493 | 377 | 577 | 474 | 722 | 1,920 | 2,545 | |||||||
| Credit administration and OREO exp. | 172 | 146 | 94 | 150 | 378 | 562 | 1,317 | |||||||
| Employee expense | 113 | 143 | 172 | 96 | 163 | 524 | 818 | |||||||
| Other intangible amortization expense | 157 | 185 | 197 | 197 | 200 | 737 | 801 | |||||||
| Other expenses | 783 | 828 | 1,021 | 856 | 1,431 | 3488 | 4,306 | |||||||
| Core Noninterest Expense | $ 6,768 | $ 6,823 | $ 7,315 | $ 7,060 | $ 8,875 | $ 27,966 | $ 38,207 | |||||||
| Non-Core Items | ||||||||||||||
| OREO Impairment (1) | 214 | – | – | – | 757 | 214 | 972 | |||||||
| Goodwill Impairment (2) | 381 | – | – | – | 6,273 | 381 | 6,273 | |||||||
| Hardware impairment/ write-off (2) | – | – | – | – | – | – | 2,792 | |||||||
| Software impairment/ write-off (2) | – | – | – | – | – | – | 3,247 | |||||||
| FHLB/Repo Prepayment Penalties (1) | – | – | 1,083 | – | – | 1,083 | – | |||||||
| Contract write-off (2) ** | – | – | – | – | – | – | 193 | |||||||
| New Core Loan write-off (2) ** | – | – | – | – | – | – | 624 | |||||||
| Non-Core Noninterest Expense | 595 | – | 1,083 | – | 7,030 | 1,678 | 14,101 | |||||||
| Noninterest Expense (GAAP) | $ 7,363 | $ 6,823 | $ 8,398 | $ 7,060 | $ 15,905 | $ 29,644 | $ 52,308 | |||||||
| * Line items identified as (1) are reported in the financial statements of State Bank, while items identified as a (2) are part of RDSI | ||||||||||||||
| ** Items marked with double asterisks were included in Other Expense | ||||||||||||||
In addition to the $1.08 million prepayment penalty arising from the deleveraging transaction in June 2011, 2011 non-core charges were limited to $0.60 million of goodwill and OREO impairments recorded in the fourth quarter of 2011. This compares to $14.1 million of 2010 charges, of which RDSI accounted for $13.1 million.
Approximately half of the $10.2 million of 2011 operational savings reflect the continued downsizing of RDSI in response to the loss of its data processing business. Of the 32 FTE total staff reductions in 2011, 17 were from RDSI. More recent cost savings have been the result of efficiencies at the bank level; savings were derived in several areas, including employee and professional expenses, as well as from lower credit administration and OREO expense, which declined by $0.76 million over the past year. For the fourth quarter of 2011, noninterest expense from operations was $6.8 million, a decline of $2.1 million, or 23.7 percent, from the fourth quarter of 2010, and virtually unchanged from the third quarter of 2011. As a small community bank, State Bank is benefiting from FDIC premium reductions as a result of the Dodd-Frank legislation; the fourth quarter 2011 premium was $0.19 million, down $0.27 million from the year-ago quarter.
Balance Sheet
Total assets as of December 31, 2011 were $629.1 million, a decline of $31.2 million, or 5.0 percent, from year-end 2010. The deleveraging transactions completed during June of 2011 contributed to a $37 million decline in second quarter assets to $618.1 million, from $655 million at the March quarter-end. The investment securities portfolio declined $26.3 million, ending the June quarter at $108.5 million, while surplus cash declined by $27.6 million, to $10.5 million at June 30, 2011. Approximately $15 million of surplus cash was used to fund loan growth in the second quarter. Since June 30, 2011, Rurban’s assets increased by $11.0 million.
| Loan Portfolio | ||||||
| ($ in Thousands) | Dec. 2011 | Sept. 2011 | June 2011 | March 2011 | Dec. 2010 | Variance YOY |
| Residential real estate | $ 101,236 | $ 98,772 | $ 93,468 | $ 93,122 | $ 96,257 | |
| HELOC | 38,013 | 38,569 | 38,950 | 38,077 | 38,681 | |
| Residential Real Estate | 139,249 | 137,341 | 132,418 | 131,199 | 134,938 | $ 4,311 |
| % of Total | 31.5% | 31.3% | 30.3% | 31.1% | 31.6% | 3.2% |
| Construction | 16,563 | 15,992 | 19,538 | 17,658 | 16,177 | |
| Farmland | 23,202 | 22,814 | 22,596 | 23,207 | 24,439 | |
| Commercial RE — owner occupied | 70,615 | 70,432 | 72,172 | 67,602 | 65,552 | |
| Commercial RE — investor owned | 90,896 | 89,772 | 90,460 | 87,833 | 86,956 | |
| Commercial Real Estate | 201,276 | 199,010 | 204,766 | 196,300 | 193,124 | $ 8,152 |
| % of Total | 45.5% | 45.3% | 46.8% | 46.5% | 45.2% | 4.2% |
| Total Real Estate-Related | 340,525 | 336,351 | 337,184 | 327,499 | 328,062 | $12,463 |
| % of Total | 77.0% | 76.6% | 77.1% | 77.6% | 76.7% | 3.8% |
| Commercial & Industrial | 73,770 | 72,622 | 70,741 | 67,551 | 69,510 | |
| Agriculture | 14,997 | 15,787 | 15,858 | 13,999 | 16,390 | |
| Commercial, Non RE | 88,767 | 88,409 | 86,599 | 81,550 | 85,900 | $ 2,867 |
| % of Total | 20.0% | 20.1% | 19.8% | 19.3% | 20.1% | 3.3% |
| Consumer | 8,863 | 9,475 | 9,891 | 9,961 | 10,653 | |
| Other | 4,399 | 4,691 | 3,877 | 3,156 | 2,929 | |
| Total Loans | $ 442,554 | $ 438,926 | $ 437,551 | $ 422,166 | $ 427,544 | $ 15,010 |
| % of Total | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 3.5% |
| Loans held for sale | $ 5,238 | $ 10,590 | $ 7,211 | $ 5,424 | $ 9,055 |
Total loans held for investment (HFI) were $442.6 million at December 31, 2011, compared to $427.5 million at the prior year-end, up $15.0 million, or 3.4 percent. Real estate loans accounted for the majority of growth, namely, commercial real estate (“CRE”), up $8.2 million, or 4.2 percent, and residential mortgages, up $4.3 million, or 3.2 percent. Commercial & Industrial (“C&I”) loans increased by $2.9 million, or 3.3 percent.
The Bank’s loan portfolio is well-diversified. Approximately $201 million, or 45.5 percent, consists of commercial real estate loans, primarily owner-occupied CRE (16.0 percent of total loans) and investor-owned CRE (20.6 percent of total loans). Its portfolio of 1-4 family residential real estate loans (1st & 2nd) currently stands at $139 million, or 31.5 percent of total loans. This segment grew by approximately $4.3 million since December 31, 2010 primarily as a result of State Bank’s successful initiative to cross-sell its jumbo mortgage product to its private banking clients.
Total deposits as of December 31, 2011 were $518.8 million, higher by $3.1 million than at year-end 2010. As a result of the balance sheet deleveraging, combined with lower cash reserves, State Bank was able to reduce higher cost repos and FHLB advances by $37.0 million since the prior-year fourth quarter; they now stand at $31.6 million.
Asset Quality
The quality of Rurban’s loan portfolio has remained strong throughout the current credit cycle. Rurban continues to improve on its performance, reporting nonaccruing assets of $10.0 million for the current quarter, which were lower by $4.0 million, or 29.1 percent, than the prior year-end. Accruing restructured loans totaled $1.3 million, substantially unchanged from December 31, 2010. However, recent 30-89 day delinquencies increased by $1.2 million above the third quarter 2011 level, primarily from delinquent residential real estate loans; they now stand at $2.0 million compared to $1.6 million at year-end 2010.
| Summary of Nonperforming Assets | |||||
| ($ in Thousands) | |||||
| Nonperforming Loan Category | Dec. 2011 | Sept. 2011 | June 2011 | March 2011 | Dec. 2010 |
| Residential RE loans | 3,033 | 2,547 | 2,809 | 3,666 | 3,759 |
| % of Total Res. RE loans | 2.18% | 1.85% | 2.12% | 2.79% | 2.79% |
| Commercial RE loans | 1,456 | 2,297 | 2,707 | 5,422 | 5,429 |
| % of Total CRE loans | 0.72% | 1.15% | 1.32% | 2.76% | 2.81% |
| Non-RE Commercial loans | 3,475 | 2,466 | 2,507 | 2,950 | 3,032 |
| % of Total Commercial, Non RE loans | 3.93% | 2.79% | 2.89% | 3.62% | 3.53% |
| Consumer & Other | 18 | 21 | 50 | 82 | 64 |
| Total Nonaccruing Loans (1) | 7,964 | 7,331 | 8,073 | 12,121 | 12,283 |
| % of Total Loans | 1.80% | 1.67% | 1.85% | 2.87% | 2.87% |
| Accruing Restructured Loans (2) | 1,334 | 1,311 | 1,312 | 1,229 | 1,107 |
| Loans 90+ days Past Due | – | – | – | – | – |
| Total Nonperforming Loans | $ 9,299 | $ 8,642 | $ 9,386 | $ 13,350 | $ 13,390 |
| % of Total Loans | 2.10% | 1.97% | 2.15% | 3.16% | 3.13% |
| OREO & Repossessed Vehicles | 1,830 | 1,970 | 2,056 | 924 | 1,538 |
| Total Nonperforming Assets | $ 11,129 | $ 10,612 | $ 11,442 | $ 14,273 | $ 14,929 |
| % of Total Assets | 1.77% | 1.70% | 1.85% | 2.18% | 2.26% |
| (1) Includes $3.20 million of restructured loans on nonaccruing status at December 31, 2011. | |||||
| (2) Accruing restructured loans at December 31, 2011 consist primarily of residential and commercial real estate loans that have been modified and are performing in accordance with those modified terms. | |||||
Progress with the resolution of CRE loans more than offset the recent setback with respect to residential and C&I nonaccruals, accounting for the majority of the year over year improvement in the nonaccrual portfolio. By year-end 2011, only 0.7 percent of CRE loans were on nonaccrual status compared to 2.81 percent at the prior year-end, an improvement of $4.0 million, or 72 percent. Currently, State Bank has only four nonperforming relationships that exceed $1.0 million; together, they account for $5.4 million, or 55 percent, of nonaccruing assets.
| NONPERFORMING ASSET RECONCILIATION | |||||||||||||||||
| ($ in Thousands) | December 31, 2011 | September 30, 2011 | June 30, 2011 | March 31, 2011 | |||||||||||||
| Beginning Balance | $ 10,612 | $ 11,442 | $ 14,273 | $ 14,929 | |||||||||||||
| Additions | 2,258 | 432 | 289 | 1,076 | |||||||||||||
| Returns to performing status | (169) | (206) | (352) | (83) | |||||||||||||
| Principal payments | (375) | (280) | (842) | (118) | |||||||||||||
| Sale of OREO/OAO | (358) | (246) | (416) | (1,014) | |||||||||||||
| Loan charge-offs | (648) | (527) | (1,593) | (639) | |||||||||||||
| Valuation write-downs | (214) | – | – | – | |||||||||||||
| Restructured Loan Activity | 23 | (1) | 83 | 122 | |||||||||||||
| Net Change | 517 | (828) | (2,831) | (656) | |||||||||||||
| Total | $ 11,129 | $ 10,612 | $ 11,442 | $ 14,273 | |||||||||||||
Capitalization
As of December 31, 2011, the capital ratios of Rurban’s banking subsidiary, State Bank, were all in excess of the regulatory thresholds for a “well-capitalized” institution. The Bank’s Tier I Leverage ratio was 8.01 percent of total assets, a substantial improvement from the 6.90 percent reported at year-end 2010. The Total Risk-Based Capital ratio was 12.01 percent of risk-weighted assets, with the Tier 1 Risk-Based Capital ratio at 10.76 percent.
About Rurban Financial Corp.
Based in Defiance, Ohio, Rurban Financial Corp. is a financial services holding company with two wholly-owned operating subsidiaries: The State Bank and Trust Company (State Bank) and RDSI Banking Systems (RDSI). State Bank operates through 18 banking centers in seven Northwestern Ohio counties, one center in Fort Wayne, Indiana; and loan production offices in Columbus, Ohio and Angola, Indiana. The Bank offers a full range of financial services for consumers and small businesses, including trust services, mortgage banking, commercial and agricultural lending. RDSI provides item processing services to community banks located in the Midwest. Rurban’s common stock is listed on the NASDAQ Global Market under the symbol RBNF.
Forward-Looking Statements
Certain statements within this document, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties and actual results may differ materially from those predicted by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties inherent in the national and regional banking, insurance and mortgage industries, competitive factors specific to markets in which Rurban and its subsidiaries operate, future interest rate levels, legislative and regulatory actions, capital market conditions, general economic conditions, geopolitical events, the loss of key personnel and other factors. Forward-looking statements speak only as of the date on which they are made, and Rurban undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made except as required by law. All subsequent written and oral forward-looking statements attributable to Rurban or any person acting on its behalf are qualified by these cautionary statements.
Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP, this release contains certain non-GAAP financial measures. Management believes that providing certain non-GAAP financial measures provides investors with information useful in understanding Rurban’s financial performance, its performance trends and financial position. Specifically, Rurban provides measures based on “core operating earnings,” which excludes merger, integration and restructuring expenses that are not reflective of on-going operations or not expected to recur. These non-GAAP measures should not be considered a substitute for GAAP basis measures and results.
| RURBAN FINANCIAL CORP. & SUBSIDIARIES | |||||
| CONSOLIDATED BALANCE SHEETS – (Unaudited) | |||||
| December 2011 | September 2011 | June 2011 | March 2011 | December 2010 | |
| ASSETS | |||||
| Cash and due from banks | $ 14,846,362 | $ 13,764,025 | $ 10,485,573 | $ 38,090,470 | $ 30,417,813 |
| Investment Securities: | |||||
| Securities available for sale, at fair value | 111,977,673 | 104,614,877 | 104,769,578 | 131,052,629 | 132,762,058 |
| Non-marketable securities – FRB and FHLB Stock | 3,685,100 | 3,748,250 | 3,748,250 | 3,748,250 | 3,748,250 |
| Total investment securities | 115,662,773 | 108,363,127 | 108,517,828 | 134,800,879 | 136,510,308 |
| Loans held for sale | 5,237,914 | 10,589,706 | 7,211,433 | 5,423,901 | 9,055,268 |
| Loans, net of unearned income | 442,554,386 | 438,926,037 | 437,550,602 | 422,166,393 | 427,544,414 |
| Allowance for loan losses | (6,529,208) | (6,235,230) | (6,443,873) | (6,593,279) | (6,715,397) |
| Net loans | 436,025,178 | 432,690,807 | 431,106,729 | 415,573,114 | 420,829,017 |
| Premises and equipment, net | 13,800,607 | 14,120,118 | 14,359,437 | 14,361,382 | 14,622,541 |
| Purchased software | 739,962 | 805,286 | 874,954 | 947,061 | 1,021,036 |
| Cash surrender value of life insurance | 12,223,931 | 12,133,693 | 12,041,915 | 11,951,006 | 13,211,247 |
| Goodwill | 16,353,082 | 16,733,830 | 16,733,830 | 16,733,830 | 16,733,830 |
| Core deposits and other intangibles | 1,848,550 | 2,005,945 | 2,190,707 | 2,387,920 | 2,585,132 |
| Foreclosed assets held for sale, net | 1,830,288 | 1,970,028 | 2,056,046 | 923,685 | 1,538,307 |
| Mortgage servicing rights | 2,819,939 | 2,709,222 | 3,294,494 | 3,316,228 | 3,190,389 |
| Accrued interest receivable | 1,635,322 | 2,061,201 | 1,958,748 | 2,363,645 | 2,068,965 |
| Other assets | 6,041,424 | 5,846,400 | 7,229,610 | 8,094,889 | 8,503,832 |
| Total assets | $ 629,065,332 | $ 623,793,388 | $ 618,061,304 | $ 654,968,010 | $ 660,287,685 |
| LIABILITIES AND EQUITY | |||||
| Deposits | |||||
| Non interest bearing demand | $ 65,963,133 | $ 62,079,685 | $ 59,650,822 | $ 64,027,818 | $ 62,745,906 |
| Interest bearing demand | 107,445,961 | 103,229,318 | 101,972,099 | 107,940,091 | 105,708,472 |
| Savings | 49,665,067 | 48,145,958 | 48,771,404 | 48,983,184 | 47,662,315 |
| Money market | 74,243,505 | 79,163,033 | 72,822,730 | 77,481,943 | 84,635,537 |
| Time deposits | 221,447,059 | 221,730,681 | 212,652,611 | 214,528,353 | 214,925,512 |
| Total deposits | 518,764,725 | 514,348,675 | 495,869,666 | 512,961,389 | 515,677,742 |
| Notes payable | 2,788,123 | 2,865,123 | 3,142,048 | 3,218,211 | 3,290,471 |
| Advances from Federal Home Loan Bank | 12,775,866 | 12,939,598 | 24,602,002 | 16,679,942 | 22,807,351 |
| Fed funds purchased | – | – | 2,000,000 | – | – |
| Repurchase agreements | 18,778,522 | 18,777,909 | 19,866,731 | 49,499,424 | 45,785,254 |
| Trust preferred securities | 20,620,000 | 20,620,000 | 20,620,000 | 20,620,000 | 20,620,000 |
| Accrued interest payable | 2,953,541 | 2,704,466 | 2,391,743 | 2,195,926 | 1,971,587 |
| Other liabilities | 4,051,301 | 3,985,333 | 3,555,204 | 3,528,328 | 4,111,182 |
| Total liabilities | 580,732,078 | 576,241,104 | 572,047,394 | 608,703,220 | 614,263,587 |
| Equity | |||||
| Preferred stock | – | – | – | N/A | N/A |
| Common stock | 12,568,583 | 12,568,583 | 12,568,583 | 12,568,583 | 12,568,583 |
| Additional paid-in capital | 15,323,182 | 15,302,194 | 15,280,945 | 15,258,113 | 15,235,206 |
| Retained earnings | 20,867,671 | 20,192,317 | 19,589,825 | 18,813,030 | 18,802,106 |
| Accumulated other comprehensive income | 1,343,129 | 1,258,501 | 343,868 | 1,394,375 | 1,187,514 |
| Treasury stock | (1,769,311) | (1,769,311) | (1,769,311) | (1,769,311) | (1,769,311) |
| Total equity | 48,333,254 | 47,552,284 | 46,013,910 | 46,264,790 | 46,024,098 |
| Total liabilities and equity | $ 629,065,332 | $ 623,793,388 | $ 618,061,304 | $ 654,968,010 | $ 660,287,685 |
| RURBAN FINANCIAL CORP. | |||||||
| CONSOLIDATED STATEMENTS OF OPERATION – (Unaudited) | |||||||
| Three Months Ended | Twelve Months Ended | ||||||
| Interest income | December 2011 | September 2011 | June 2011 | March 2011 | December 2010 | December 2011 | December 2010 |
| Loans | |||||||
| Taxable | $ 6,171,295 | $ 6,250,747 | $ 6,170,234 | $ 5,852,367 | $ 6,396,391 | $ 24,444,643 | $ 25,838,773 |
| Nontaxable | 24,133 | 24,140 | 14,930 | 11,494 | 12,761 | 74,697 | 62,721 |
| Securities | |||||||
| Taxable | 386,539 | 446,342 | 566,609 | 610,524 | 587,516 | 2,010,014 | 2,266,719 |
| Nontaxable | 169,622 | 171,739 | 301,556 | 335,969 | 339,436 | 978,886 | 1,395,143 |
| Other | 598 | 56 | 3 | 83 | 48 | 740 | 260 |
| Total interest income | 6,752,187 | 6,893,024 | 7,053,332 | 6,810,437 | 7,336,152 | 27,508,980 | 29,563,616 |
| Interest expense | |||||||
| Deposits | 945,977 | 976,336 | 1,010,170 | 1,049,393 | 1,187,283 | 3,981,876 | 5,123,015 |
| Other borrowings | 22,416 | 24,691 | 24,457 | 24,629 | 19,043 | 96,193 | 120,188 |
| Repurchase Agreements | 70,413 | 71,900 | 344,215 | 425,519 | 435,234 | 912,047 | 1,731,227 |
| Federal Home Loan Bank advances | 76,823 | 79,033 | 113,379 | 133,016 | 220,712 | 402,251 | 1,093,659 |
| Trust preferred securities | 357,791 | 355,632 | 347,713 | 344,578 | 355,304 | 1,405,714 | 1,533,806 |
| Total interest expense | 1,473,420 | 1,507,592 | 1,839,934 | 1,977,135 | 2,217,576 | 6,798,081 | 9,601,895 |
| Net interest income | 5,278,767 | 5,385,432 | 5,213,398 | 4,833,302 | 5,118,576 | 20,710,899 | 19,961,721 |
| Provision for loan losses | 299,040 | 297,368 | 898,440 | 498,840 | 1,798,890 | 1,993,688 | 10,587,603 |
| Net interest income after provision for loan losses | 4,979,727 | 5,088,064 | 4,314,958 | 4,334,462 | 3,319,686 | 18,717,211 | 9,374,118 |
| Noninterest income | |||||||
| Data service fees | 670,563 | 743,114 | 1,303,658 | 912,254 | 1,053,841 | 3,629,589 | 9,736,416 |
| Trust fees | 623,018 | 628,994 | 669,161 | 695,321 | 663,705 | 2,616,494 | 2,547,699 |
| Customer service fees | 646,579 | 663,691 | 640,151 | 580,942 | 614,572 | 2,531,363 | 2,460,733 |
| Gain on sale of mortgage loans and OMSR’s | 1,529,365 | 1,100,557 | 565,049 | 425,130 | 1,839,977 | 3,620,101 | 4,493,671 |
| Mortgage loan servicing fees, net | (308,414) | (795,995) | (4,042) | 138,927 | 600,456 | (969,524) | 276,568 |
| Gain on sale of non-mortgage loans | 127,211 | – | 37,644 | 42,779 | 74,070 | 207,634 | 307,141 |
| Net realized gain (loss) on sales of securities | – | – | 1,871,387 | – | (589) | 1,871,387 | 450,885 |
| Investment securities recoveries | – | – | – | – | – | – | 73,774 |
| Loss on sale or disposal of assets | (45,810) | (26,816) | (160,453) | (100,209) | (40,837) | (333,288) | (199,903) |
| Other income | 180,150 | 161,377 | 174,410 | 167,682 | 201,435 | 683,619 | 671,839 |
| Total non-interest income | 3,422,662 | 2,474,922 | 5,096,965 | 2,862,826 | 5,006,630 | 13,857,375 | 20,818,823 |
| Noninterest expense | |||||||
| Salaries and employee benefits | 3,487,829 | 3,582,982 | 3,573,103 | 3,530,106 | 3,867,605 | 14,174,020 | 17,932,196 |
| Net occupancy expense | 531,449 | 568,173 | 517,414 | 584,057 | 533,362 | 2,201,093 | 2,172,749 |
| Equipment expense | 708,653 | 689,662 | 717,826 | 711,051 | 1,010,194 | 2,827,192 | 6,433,537 |
| FDIC insurance expense | 191,471 | 145,261 | 253,939 | 317,639 | 461,153 | 908,310 | 1,137,615 |
| Software impairment expense | – | – | – | – | – | – | 4,892,231 |
| Data processing fees | 131,291 | 157,686 | 191,801 | 143,744 | 108,145 | 624,522 | 743,538 |
| Professional fees | 492,653 | 377,322 | 576,752 | 473,536 | 722,103 | 1,920,263 | 2,545,552 |
| Marketing expense | 92,743 | 89,192 | 89,892 | 55,976 | 125,754 | 327,803 | 455,967 |
| Printing and office supplies | 52,073 | 86,071 | 118,516 | 76,148 | 83,860 | 332,808 | 453,702 |
| Telephone and communication | 139,375 | 140,995 | 143,366 | 156,640 | 198,606 | 580,376 | 1,191,497 |
| Postage and delivery expense | 235,227 | 260,477 | 258,621 | 344,309 | 333,016 | 1,098,634 | 1,748,545 |
| State, local and other taxes | 76,893 | 102,577 | 133,988 | 143,568 | 424,838 | 457,026 | 543,673 |
| Employee expense | 113,393 | 143,355 | 171,801 | 95,884 | 163,407 | 524,433 | 818,375 |
| Goodwill Impairment | 380,748 | – | – | – | 4,680,960 | 380,748 | 4,680,960 |
| Other intangible amortization expense | 157,396 | 184,763 | 197,212 | 197,212 | 1,791,979 | 736,583 | 2,392,591 |
| OREO Impairment | 214,200 | – | – | – | 756,517 | 214,200 | 971,517 |
| Other expenses | 357,573 | 294,621 | 1,454,047 | 229,821 | 643,454 | 2,336,062 | 3,194,201 |
| Total non-interest expense | 7,362,967 | 6,823,137 | 8,398,278 | 7,059,691 | 15,904,953 | 29,644,073 | 52,308,446 |
| Income (loss) before income tax expense | 1,039,422 | 739,849 | 1,013,645 | 137,597 | (7,578,637) | 2,930,513 | (22,115,505) |
| Income tax expense (benefit) | 364,068 | 137,356 | 236,852 | 126,672 | (994,341) | 864,948 | (6,502,295) |
| Net income (loss) | $ 675,354 | $ 602,493 | $ 776,793 | $ 10,925 | $ (6,584,296) | $ 2,065,565 | $ (15,613,210) |
| Common share data: | |||||||
| Basic earnings (loss) per common share | $ 0.14 | $ 0.12 | $ 0.16 | $ 0.00 | $ (1.35) | $ 0.42 | $ (3.21) |
| Diluted earnings (loss) per common share | $ 0.14 | $ 0.12 | $ 0.16 | $ 0.00 | $ (1.35) | $ 0.42 | $ (3.21) |
| Average shares outstanding: | |||||||
| Basic: | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 |
| Diluted: | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 | 4,861,779 |
| RURBAN FINANCIAL CORP. | |||||||
| CONSOLIDATED FINANCIAL HIGHLIGHTS – (Unaudited) | |||||||
| ($ in thousands except per share data) | Three Months Ended | Twelve Months Ended | |||||
| SUMMARY OF OPERATIONS | December 2011 | September 2011 | June 2011 | March 2011 | December 2010 | December 2011 | December 2010 |
| Net interest income | $ 5,279 | 5,385 | 5,213 | 4,833 | 5,119 | 20,711 | 19,962 |
| Less: Non core item | $ – | – | – | – | – | – | (130) |
| Tax-equivalent adjustment | $ 100 | 101 | 163 | 179 | 181 | 543 | 751 |
| Tax-equivalent net interest income (core) | $ 5,379 | 5,486 | 5,376 | 5,012 | 5,300 | 21,254 | 20,583 |
| Provision for loan loss | $ 299 | 297 | 898 | 499 | 1,799 | 1,994 | 10,588 |
| Less: Non core RDSI item | $ – | – | – | – | – | – | 3,000 |
| Core provision for loan loss | $ 299 | 297 | 898 | 499 | 1,799 | 1,994 | 7,588 |
| Noninterest income | $ 3,423 | 2,475 | 5,097 | 2,863 | 5,007 | 13,857 | 20,819 |
| Less: Non core items | $ 46 | 27 | (2,230) | 100 | 41 | (2,057) | (325) |
| Core noninterest income | $ 3,468 | 2,502 | 2,867 | 2,963 | 5,048 | 11,800 | 20,494 |
| Total revenue, tax-equivalent | $ 8,801 | 7,961 | 10,473 | 7,875 | 10,307 | 35,111 | 41,401 |
| Core revenue, tax-equivalent | $ 8,847 | 7,988 | 8,243 | 7,975 | 10,348 | 33,054 | 41,077 |
| Noninterest expense | $ 7,363 | 6,823 | 8,398 | 7,060 | 15,905 | 29,644 | 52,308 |
| Less: Non core items | $ 595 | – | 1,083 | – | 7,030 | 1,678 | 14,101 |
| Core noninterest expense | $ 6,768 | 6,823 | 7,315 | 7,060 | 8,875 | 27,966 | 38,207 |
| Pre provision pretax income (loss) | $ 1,338 | 1,037 | 1,912 | 636 | (5,780) | 4,924 | (11,528) |
| Core pre provision pretax income | $ 1,979 | 1,064 | 765 | 737 | 1,292 | 4,545 | 2,118 |
| Pretax income (loss) | $ 1,039 | 740 | 1,014 | 138 | (7,579) | 2,931 | (22,116) |
| Net income (loss) | $ 675 | 602 | 777 | 11 | (6,584) | 2,066 | (15,613) |
| Core earnings (loss) after tax | $ 1,098 | 620 | 20 | 77 | (1,917) | 1,815 | (4,455) |
| PER SHARE INFORMATION: | |||||||
| Basic & diluted earnings | $ 0.14 | 0.12 | 0.16 | 0.00 | (1.35) | 0.42 | (3.21) |
| Core earnings | $ 0.23 | 0.13 | 0.00 | 0.02 | (0.39) | 0.37 | (0.92) |
| Book value per common share | $ 9.94 | 9.78 | 9.46 | 9.52 | 9.47 | 9.94 | 9.47 |
| PERFORMANCE RATIOS: | |||||||
| Return on average assets | 0.42% | 0.38% | 0.48% | 0.01% | (3.83%) | 0.32% | (2.32%) |
| Core return on average assets | 0.69% | 0.40% | 0.01% | 0.05% | (1.12%) | 0.28% | (0.66%) |
| Return on average common equity | 5.63% | 5.12% | 6.66% | 0.09% | (49.25%) | 4.39% | (27.26%) |
| Core return on avg. tangible common equity | 14.99% | 8.78% | 0.29% | 1.14% | (27.60%) | 6.55% | (13.75%) |
| Earning asset yield | 4.93% | 5.07% | 5.14% | 5.04% | 5.34% | 5.03% | 5.37% |
| Cost of interest bearing liabilities | 1.15% | 1.19% | 1.39% | 1.46% | 1.59% | 1.30% | 1.76% |
| Core efficiency ratio | 74.72% | 83.10% | 86.35% | 86.05% | 83.86% | 82.38% | 91.09% |
| Core noninterest expense/average assets | 4.25% | 4.35% | 4.51% | 4.27% | 5.17% | 4.35% | 5.67% |
| Core noninterest income/operating revenue | 39.41% | 31.42% | 27.37% | 37.63% | 48.98% | 33.61% | 49.50% |
| Net interest margin | 3.80% | 3.90% | 3.71% | 3.48% | 3.63% | 3.71% | 3.54% |
| Tax equivalent effect | 0.07% | 0.08% | 0.12% | 0.13% | 0.13% | 0.10% | 0.13% |
| Net interest margin – fully tax equivalent basis | 3.87% | 3.98% | 3.83% | 3.61% | 3.76% | 3.81% | 3.67% |
| ASSET QUALITY RATIOS: | |||||||
| Gross charge-offs | $ 948 | 527 | 1,593 | 639 | 1,591 | 3,706 | 11,334 |
| Recoveries | $ 642 | 21 | 545 | 18 | 56 | 1,226 | 432 |
| Net charge-offs | $ 306 | 506 | 1,048 | 621 | 1,535 | 2,481 | 10,901 |
| Nonaccruing loans/total loans | 1.80% | 1.67% | 1.85% | 2.87% | 2.87% | 1.80% | 2.87% |
| Nonperforming loans/total loans | 2.10% | 1.97% | 2.15% | 3.16% | 3.13% | 2.10% | 3.13% |
| Nonaccruing assets/ loans & OREO | 2.20% | 2.11% | 2.30% | 3.08% | 3.22% | 2.20% | 3.22% |
| Nonperforming assets/total assets | 1.77% | 1.70% | 1.85% | 2.18% | 2.26% | 1.77% | 2.26% |
| Allowance for loan loss/nonaccruing loans | 81.98% | 85.05% | 79.82% | 54.40% | 54.67% | 81.98% | 54.67% |
| Allowance for loan loss/total loans | 1.48% | 1.42% | 1.47% | 1.56% | 1.57% | 1.48% | 1.57% |
| Net loan charge-offs/average loans (ann.) | 0.28% | 0.46% | 0.97% | 0.59% | 1.44% | 0.57% | 1.81% |
| Loan loss provision/net charge-offs | 97.82% | 58.77% | 85.74% | 80.33% | 117.20% | 80.37% | 97.12% |
| CAPITAL & LIQUIDITY RATIOS: | |||||||
| Loans/Deposits | 85.31% | 85.34% | 88.24% | 82.30% | 82.91% | 85.31% | 82.91% |
| Equity/Assets | 7.68% | 7.62% | 7.44% | 7.06% | 6.97% | 7.68% | 6.97% |
| Tangible equity/Tangible assets | 4.93% | 4.76% | 4.52% | 4.27% | 4.17% | 4.93% | 4.17% |
| State Bank & Trust: | |||||||
| Total risk-based capital ratio | 12.01% | 11.85% | 11.89% | 11.97% | 11.69% | 12.01% | 11.69% |
| Tier 1 leverage risk-based capital ratio | 10.76% | 10.60% | 10.64% | 10.71% | 10.44% | 10.76% | 10.44% |
| Tier 1 leverage capital ratio | 8.01% | 7.95% | 7.54% | 7.24% | 6.90% | 8.01% | 6.90% |
| END OF PERIOD BALANCES | |||||||
| Total loans | $ 442,554 | 438,926 | 437,551 | 422,166 | 427,544 | 442,554 | 427,544 |
| Total assets | $ 629,065 | 623,793 | 618,061 | 654,968 | 660,288 | 629,065 | 660,288 |
| Deposits | $ 518,765 | 514,349 | 495,870 | 512,961 | 515,678 | 518,765 | 515,678 |
| Stockholders equity | $ 48,333 | 47,552 | 46,014 | 46,265 | 46,024 | 48,333 | 46,024 |
| Intangibles | $ 18,202 | 18,740 | 18,925 | 19,122 | 19,319 | 18,202 | 19,319 |
| Tangible equity | $ 30,132 | 28,813 | 27,089 | 27,143 | 26,705 | 30,132 | 26,705 |
| Full-time equivalent employees | 210 | 215 | 228 | 227 | 242 | 210 | 242 |
| Period-end common shares outstanding | 4,862 | 4,862 | 4,862 | 4,862 | 4,862 | 4,862 | 4,862 |
| AVERAGE BALANCES | |||||||
| Total loans | $ 437,020 | 437,744 | 430,363 | 422,519 | 426,629 | 431,965 | 436,711 |
| Total earning assets | $ 556,004 | 551,744 | 561,353 | 554,975 | 563,609 | 558,022 | 564,556 |
| Total assets | $ 636,932 | 627,291 | 648,681 | 661,621 | 687,058 | 643,528 | 673,781 |
| Deposits | $ 522,472 | 512,190 | 510,591 | 520,045 | 534,168 | 516,281 | 509,783 |
| Stockholders equity | $ 47,972 | 47,087 | 46,629 | 46,229 | 53,478 | 47,035 | 57,281 |
| RURBAN FINANCIAL CORP. | ||||||
| Rate Volume Analysis | ||||||
| For the Three and Twelve Months Ended December 31, 2011 and 2010 (unaudited) | ||||||
| ($ in Thousands) | Three Months Ended December 31, 2011 | Three Months Ended December 31, 2010 | ||||
| Assets | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate |
| Taxable securities | $ 93,999 | 387 | 1.64% | $ 96,921 | 588 | 2.42% |
| Non-taxable securities | 15,235 | 257 | 6.75% | 30,862 | 514 | 6.67% |
| Federal funds sold | 870 | 1 | 0.26% | – | – | N/A |
| Loans, net | 445,900 | 6,208 | 5.57% | 435,825 | 6,416 | 5.89% |
| Total earning assets | $ 556,004 | 6,852 | 4.93% | $ 563,609 | 7,518 | 5.34% |
| Cash and due from banks | 22,965 | 53,780 | ||||
| Allowance for loan losses | (6,161) | (6,640) | ||||
| Premises and equipment | 16,699 | 17,555 | ||||
| Other assets | 47,425 | 58,755 | ||||
| Total assets | $ 636,932 | $ 687,058 | ||||
| Liabilities | ||||||
| Savings and interest-bearing demand | $ 233,149 | 57 | 0.10% | $ 242,881 | 209 | 0.34% |
| Time deposits | 223,179 | 889 | 1.59% | 221,936 | 978 | 1.76% |
| Repurchase agreements | 18,711 | 70 | 1.51% | 47,724 | 435 | 3.65% |
| Advances from FHLB | 12,832 | 77 | 2.39% | 24,474 | 221 | 3.61% |
| Junior subordinated debentures | 20,620 | 358 | 6.94% | 20,620 | 355 | 6.89% |
| Notes payable & other borrowed funds | 2,824 | 22 | 3.17% | 1,586 | 19 | 4.80% |
| Total interest-bearing liabilities | $ 511,314 | 1,473 | 1.15% | $ 559,221 | 2,218 | 1.59% |
| Non interest-bearing demand | 66,144 | 69,351 | ||||
| Other liabilities | 11,501 | 5,008 | ||||
| Total liabilities | 588,959 | 633,580 | ||||
| Equity | $ 47,972 | $ 53,478 | ||||
| Total liabilities and equity | $ 636,932 | $ 687,058 | ||||
| Net interest income (tax equivalent basis) | $ 5,379 | $ 5,300 | ||||
| Net interest income as a percent of average interest-earning assets | 3.87% | 3.76% | ||||
| Twelve Months Ended December 31, 2011 | Twelve Months Ended December 31, 2010 | |||||
| Assets | Average Balance | Interest | Average Rate | Average Balance | Interest | Average Rate |
| Taxable securities | $ 97,528 | 2,010 | 2.06% | $ 84,452 | 2,267 | 2.68% |
| Non-taxable securities | 21,892 | 1,483 | 6.77% | 31,895 | 2,114 | 6.63% |
| Federal funds sold | 219 | 1 | 0.25% | – | – | N/A |
| Loans, net | 438,383 | 24,558 | 5.60% | 448,209 | 25,934 | 5.79% |
| Total earning assets | $ 558,022 | 28,052 | 5.03% | $ 564,556 | 30,314 | 5.37% |
| Cash and due from banks | 26,477 | 43,024 | ||||
| Allowance for loan losses | (6,534) | (6,913) | ||||
| Premises and equipment | 16,797 | 20,336 | ||||
| Other assets | 48,766 | 52,777 | ||||
| Total assets | $ 643,528 | $ 673,781 | ||||
| Liabilities | ||||||
| Savings and interest-bearing demand | $ 234,497 | 182 | 0.08% | $ 231,294 | 622 | 0.27% |
| Time deposits | 217,546 | 3,800 | 1.75% | 215,668 | 4,501 | 2.09% |
| Repurchase agreements | 31,307 | 912 | 2.91% | 47,755 | 1,731 | 3.63% |
| Advances from FHLB | 15,674 | 402 | 2.57% | 28,313 | 1,094 | 3.86% |
| Junior subordinated debentures | 20,620 | 1,406 | 6.82% | 20,620 | 1,534 | 7.44% |
| Notes payable & other borrowed funds | 3,085 | 96 | 3.12% | 2,336 | 120 | 5.14% |
| Total interest-bearing liabilities | $ 522,728 | 6,798 | 1.30% | $ 545,987 | 9,602 | 1.76% |
| Non interest-bearing demand | 64,239 | 62,821 | ||||
| Other liabilities | 9,526 | 7,693 | ||||
| Total liabilities | 596,493 | 616,500 | ||||
| Equity | $ 47,035 | $ 57,281 | ||||
| Total liabilities and equity | $ 643,528 | $ 673,781 | ||||
| Net interest income (tax equivalent basis) | $ 21,253 | $ 20,712 | ||||
| Net interest income as a percent of average interest-earning assets | 3.81% | 3.67% | ||||
| Rurban Financial Corp. | |||||||||||||||||||||
| Segment Reporting – Three Months Ended December 31, 2011 – (unaudited) | |||||||||||||||||||||
| ($ in Thousands) | Banking | Parent Company and Other | Total Banking, Parent and Other | Data Services | Elimination Entries | Rurban Financial Corp. | |||||||||||||||
| Income Statement Measures | |||||||||||||||||||||
| Interest income | $ 6,772 | 30 | 6,802 | – | (50) | 6,752 | |||||||||||||||
| Interest expense | 1,094 | 358 | 1,452 | 71 | (50) | 1,473 | |||||||||||||||
| Net interest income | 5,678 | (328) | 5,350 | (71) | – | 5,279 | |||||||||||||||
| Provision for loan loss | 299 | – | 299 | – | – | 299 | |||||||||||||||
| Non-interest income | 2,821 | 42 | 2,863 | 698 | (139) | 3,422 | |||||||||||||||
| Non-interest expense | 5,795 | 408 | 6,203 | 1,605 | (445) | 7,363 | |||||||||||||||
| Net income – QTD | $ 1,648 | (503) | 1,145 | (776) | 306 | 675 | |||||||||||||||
| Performance Measures | |||||||||||||||||||||
| Average assets – QTD | $ 628,911 | – | 632,383 | 4,549 | – | 636,932 | |||||||||||||||
| Return on average assets | 1.05% | – | 0.72% | -68.23% | – | 0.42% | |||||||||||||||
| Average equity – QTD | $ 68,841 | – | 47,972 | (1,221) | – | 47,972 | |||||||||||||||
| Return on average equity | 9.58% | – | 9.55% | – | – | 5.63% | |||||||||||||||
| Average loans – QTD | $ 447,294 | 2,000 | 449,294 | – | (3,394) | 445,900 | |||||||||||||||
| Average deposits – QTD | $ 523,868 | – | 523,868 | – | (1,396) | 522,472 | |||||||||||||||
| Rurban Financial Corp. | |||||||||||||||||||||
| Segment Reporting – Twelve Months Ended December 31, 2011 – (unaudited) | |||||||||||||||||||||
| Banking | Parent Company and Other | Total Banking, Parent and Other | Data Services | Elimination Entries | Rurban Financial Corp. | ||||||||||||||||
| Income Statement Measures | |||||||||||||||||||||
| Interest income | $ 27,598 | 120 | 27,718 | – | (209) | 27,509 | |||||||||||||||
| Interest expense | 5,297 | 1,406 | 6,703 | 304 | (209) | 6,798 | |||||||||||||||
| Net interest income | 22,301 | (1,286) | 21,015 | (304) | – | 20,711 | |||||||||||||||
| Provision for loan loss | 1,994 | – | 1,994 | – | – | 1,994 | |||||||||||||||
| Non-interest income | 10,487 | 178 | 10,665 | 4,720 | (1,528) | 13,857 | |||||||||||||||
| Non-interest expense | 24,172 | 1,580 | 25,752 | 5,726 | (1,834) | 29,644 | |||||||||||||||
| Net income – YTD | $ 4,799 | (2,045) | 2,754 | (995) | 306 | 2,065 | |||||||||||||||
| Performance Measures | |||||||||||||||||||||
| Average assets – YTD | $ 635,249 | – | 637,411 | 6,117 | 643,528 | ||||||||||||||||
| Return on average assets | 1.01% | – | 0.58% | -21.69% | – | 0.32% | |||||||||||||||
| Average equity – YTD | $ 67,489 | – | 47,035 | (982) | – | 47,035 | |||||||||||||||
| Return on average equity | 9.48% | – | 7.81% | – | – | 4.39% | |||||||||||||||
| Average loans – YTD | $ 439,933 | 2,000 | 441,933 | – | (3,550) | 438,383 | |||||||||||||||
| Average deposits – YTD | $ 517,360 | – | 517,360 | – | (1,079) | 516,281 | |||||||||||||||
| RURBAN FINANCIAL CORP. | |||||||
| Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures | |||||||
| Three Months Ended | Twelve Months Ended | ||||||
| ($ in Thousands) | December 2011 | September 2011 | June 2011 | March 2011 | December 2010 | December 2011 | December 2010 |
| GAAP Earnings | $ 675 | 602 | 777 | 11 | (6,584) | 2,066 | (15,613) |
| Realized securities gains (1) | – | – | (1,871) | – | 1 | (1,871) | (451) |
| Investment securities recoveries (1) | – | – | – | – | – | – | (74) |
| Prepayment penalties (1) | – | – | 1,083 | – | – | 1,083 | – |
| (Gains)/losses on sales of assets (1) | 46 | 27 | 160 | 100 | 41 | 333 | 200 |
| OREO writedown (1) | 214 | – | – | – | 757 | 214 | 972 |
| (Gains)/losses on sales of assets (2) | – | – | – | – | – | – | – |
| Software impairment/Write-offs (2) | – | – | – | – | – | – | 3,247 |
| Hardware write-offs (2) | – | – | – | – | – | – | 2,792 |
| Contract impairment/Write-offs (2) | – | – | – | – | – | – | 193 |
| New Core loan write-off (2) | – | – | – | – | – | – | 624 |
| New Core loan (2) | – | – | – | – | – | – | 3,000 |
| Accrued interest on New Core loan (2) | – | – | – | – | – | – | 130 |
| Contract buyouts (2) | – | – | (519) | – | – | (519) | – |
| Writedown of goodwill and other intangibles (2) | 381 | – | – | – | 6,273 | 381 | 6,273 |
| Total non-core Items | 641 | 27 | (1,147) | 100 | 7,071 | (379) | 16,907 |
| Applicable income tax effect on non-core Items | (218) | (9) | 390 | (34) | (2,404) | 129 | (5,748) |
| After-tax non core Items | 423 | 18 | (757) | 66 | 4,667 | (250) | 11,158 |
| Core recurring net income | 1,098 | 620 | 20 | 77 | (1,917) | 1,815 | (4,455) |
| (1) State Bank & Trust | |||||||
| (2) RDSI | |||||||
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