Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q

x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011

OR
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________ to ___________________________

Commission File Number 000-31957

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland
 
32-0135202
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

100 S. Second Avenue, Alpena, Michigan   49707
(Address of principal executive offices)       (Zip Code)

Registrant’s telephone number, including area code:   (989) 356-9041

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes x      No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yesx      No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
 
Accelerated filer                    ¨
Non-accelerated filer   ¨
 
Smaller reporting company  x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ¨    No x.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock, Par Value $0.01
 
Outstanding at August 10, 2011
(Title of Class)
 
2,884,049 shares

 
 

 

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
FORM 10-Q
Quarter Ended June 30, 2011

INDEX

 
PAGE
PART I – FINANCIAL INFORMATION
 
ITEM 1  -  UNAUDITED FINANCIAL STATEMENTS
 
Consolidated Balance Sheet at June 30, 2011 and December 31, 2010
3
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and June 30, 2010
4
Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2011
5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and June 30, 2010
6
Notes to Unaudited Consolidated Financial Statements
7
   
ITEM 2  -  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
25
   
ITEM 3 – QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
32
   
ITEM 4  -  CONTROLS AND PROCEDURES
32
   
Part II  -  OTHER INFORMATION
 
ITEM 1  -  LEGAL PROCEEDINGS
33
ITEM 1A - RISK FACTORS
33
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
33
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
33
ITEM 4 - (REMOVED AND RESERVED)
33
ITEM 5 - OTHER INFORMATION
33
ITEM 6 - EXHIBITS
33
Section 302 Certifications
 
Section 906 Certifications
 

When used in this Form 10-Q or future filings by First Federal of Northern Michigan Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission ("SEC"), in the Company's press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors, could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

 
2

 

PART I - FINANCIAL INFORMATION
 
ITEM 1 - FINANCIAL STATEMENTS
 
First Federal of Northern Michigan Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheet

   
June 30, 2011
   
December 31, 2010
 
   
(Unaudited)
       
ASSETS
           
Cash and cash equivalents:
           
Cash on hand and due from banks
  $ 3,951,713     $ 1,889,999  
Overnight deposits with FHLB
    34,756       72,658  
Total cash and cash equivalents
    3,986,469       1,962,657  
Securities AFS
    47,671,712       35,301,238  
Securities HTM
    2,485,000       2,520,000  
Loans held for sale
    550,613       -  
Loans receivable, net of allowance for loan losses of $2,190,949 and $2,831,332 as of June 30, 2011 and December 31, 2010, respectively
    144,825,894       157,143,918  
Foreclosed real estate and other repossessed assets
    4,625,417       2,818,343  
Federal Home Loan Bank stock, at cost
    3,266,100       3,775,400  
Premises and equipment
    5,924,907       6,026,793  
Accrued interest receivable
    1,158,565       1,230,938  
Intangible assets
    481,081       627,306  
Prepaid FDIC premiums
    852,890       967,143  
Deferred tax asset
    471,751       659,194  
Other assets
    2,623,837       2,700,034  
Total assets
  $ 218,924,236     $ 215,732,964  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Liabilities:
               
Deposits
  $ 156,110,486     $ 155,465,896  
Advances from borrowers for taxes and insurance
    370,215       130,030  
Federal Home Loan Bank Advances
    32,000,000       29,000,000  
REPO Sweep Accounts
    4,847,231       6,172,362  
Accrued expenses and other liabilities
    1,530,196       1,728,735  
                 
Total liabilities
    194,858,128       192,497,023  
                 
Stockholders' equity:
               
Common stock ($0.01 par value 20,000,000 shares authorized 3,191,799 shares issued)
    31,918       31,918  
Additional paid-in capital
    23,851,341       23,822,152  
Retained earnings
    2,661,488       2,238,064  
Treasury stock at cost (307,750 shares)
    (2,963,918 )     (2,963,918 )
Unearned compensation
    (556 )     (38,382 )
Accumulated other comprehensive income
    485,835       146,107  
Total stockholders' equity
    24,066,108       23,235,941  
                 
Total liabilities and stockholders' equity
  $ 218,924,236     $ 215,732,964  
                 
See accompanying notes to consolidated financial statements.
               

 
3

 

First Federal of Northern Michigan Bancorp, Inc. and Subsidiaries
Consolidated Statement of Income
   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
   
Ended June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
(Unaudited)
   
(Unaudited)
 
Interest income:
                       
Interest and fees on loans
  $ 2,317,197     $ 2,552,986     $ 4,590,517     $ 5,093,399  
Interest and dividends on investments
                               
Taxable
    134,402       106,843       229,217       239,406  
Tax-exempt
    40,011       58,455       80,339       111,267  
Interest on mortgage-backed securities
    199,702       165,313       383,068       321,846  
Total interest income
    2,691,312       2,883,597       5,283,141       5,765,918  
                                 
Interest expense:
                               
Interest on deposits
    407,875       601,733       845,128       1,239,557  
Interest on borrowings
    172,681       298,657       340,755       617,239  
Total interest expense
    580,556       900,390       1,185,883       1,856,796  
                                 
Net interest income
    2,110,756       1,983,207       4,097,258       3,909,122  
Provision for loan losses
    (19,238 )     594,840       48,120       605,928  
Net interest income after provision for loan losses
    2,129,994       1,388,367       4,049,138       3,303,194  
                                 
Non-interest income:
                               
Service charges and other fees
    181,228       199,340       345,719       403,514  
Mortgage banking activities
    182,463       315,223       418,446       563,315  
Gain on sale of investments
    -       447,387       -       496,817  
Net gain (loss) on sale of premises and equipment, real estate owned and other repossessed assets
    (37,756 )     42,691       (46,431 )     53,867  
Other
    67,048       260,723       124,601       326,336  
Total non-interest income
    392,983       1,265,364       842,335       1,843,849  
                                 
Non-interest expense:
                               
Compensation and employee benefits
    1,159,252       1,194,299       2,328,188       2,365,241  
FDIC Insurance Premiums
    51,170       94,348       122,387       188,548  
Advertising
    33,817       36,103       56,838       55,992  
Occupancy
    267,652       288,237       537,694       600,813  
Amortization of intangible assets
    73,112       73,112       146,225       146,225  
Service bureau charges
    79,292       86,114       155,498       165,696  
Professional services
    133,570       149,091       221,147       252,202  
Other
    462,389       515,103       900,072       850,786  
Total non-interest expense
    2,260,254       2,436,407       4,468,049       4,625,503  
                                 
Income before income tax benefit
    262,723       217,324       423,424       521,540  
Income tax benefit
    -       (101,913 )     -       -  
                                 
Net Income
  $ 262,723     $ 319,237     $ 423,424     $ 521,540  
                                 
Per share data:
                               
Net income per share
                               
Basic
  $ 0.09     $ 0.11     $ 0.15     $ 0.18  
Diluted
  $ 0.09     $ 0.11     $ 0.15     $ 0.18  
Weighted average number of shares outstanding
                               
Basic and diluted
    2,884,049       2,884,249       2,884,049       2,884,249  
Dividends per common share
  $ -     $ -     $ -     $ -  
See accompanying notes to consolidated financial statements.
                         

 
4

 

First Federal of Northern Michigan Bancorp Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)

                                 
Accumulated
       
               
Additional
               
Other
       
   
Common
   
Treasury
   
Paid-in
   
Unearned
   
Retained
   
Comprehensive
       
   
Stock
   
Stock
   
Capital
   
Compensation
   
Earnings
   
Income
   
Total
 
                                           
Balance at December 31, 2010
  $ 31,918     $ (2,963,918 )   $ 23,822,152     $ (38,382 )   $ 2,238,064     $ 146,107     $ 23,235,941  
                                                         
Treasury Stock at Cost
    -       -       -       -       -       -       -  
                                                         
Stock-based compensation
    -       -       29,189       37,826       -       -       67,015  
                                                         
Net income for the period
    -       -       -       -       423,424       -       423,424  
                                                         
Change in unrealized gain:
                                                       
on available-for-sale securities (net of tax of $175,011)
    -       -       -       -       -       339,728       339,728  
                                                         
Total comprehensive income
    -       -       -       -       -       -       763,152  
                                                         
Balance at June 30, 2011
  $ 31,918     $ (2,963,918 )   $ 23,851,341     $ (556 )   $ 2,661,488     $ 485,835     $ 24,066,108  

See accompanying notes to the consolidated financial statements.

 
5

 

First Federal of Northern Michigan Bancorp, Inc. and Subsidiaries
       
Consolidated Statement of Cash Flows
           
   
For Six Months Ended
 
   
June 30,
 
   
2011
   
2010
 
   
(Unaudited)
 
Cash Flows from Operating Activities:
           
Net income
  $ 423,424     $ 521,540  
Adjustments to reconcile net income to net cash from operating activities:
               
Depreciation and amortization
    360,115       410,565  
Provision for loan loss
    48,120       605,928  
Amortization and accretion on securities
    133,688       60,794  
Gain on sale of  investment securities
    -       (496,817 )
Stock-based compensation
    67,015       109,429  
Gain on sale of loans held for sale
    (162,421 )     (225,014 )
Originations of loans held for sale
    (11,516,189 )     (17,133,098 )
Proceeds from sale of loans held for sale
    11,127,997       16,639,206  
Gain on sale of fixed assets
    (990 )     (9,423 )
Net change in
               
Accrued interest receivable
    72,373       132,706  
Other assets
    568,753       867,161  
Prepaid FDIC insurance premiums
    114,253       179,338  
Deferred income tax expense (benefit)
    187,443       (84,193 )
Accrued expenses and other liabilities
    (198,539 )     194,306  
                 
Net cash provided by operating activities
    1,225,042       1,772,428  
                 
Cash Flows from Investing Activities:
               
Net decrease in loans (loans originated, net of principal payments)
    9,795,262       6,787,517  
Proceeds from maturity and sale of available-for-sale securities
    3,374,182       19,558,755  
Proceeds from sale of property and equipment
    1,480       30,874  
Purchase of securities
    (15,328,604 )     (18,604,083 )
Purchase of premises and equipment
    (112,494 )     (11,086 )
Proceeds from sale of Federal Home Loan Bank Stock
    509,300       -  
Net cash (used for) provided by investing activities
    (1,760,874 )     7,761,977  
                 
Cash Flows from Financing Activities:
               
Net increase/(decrease) in deposits
    644,590       (273,222 )
Net decrease in Repo Sweep accounts
    (1,325,131 )     (162,167 )
Net increase in advances from borrowers
    240,185       268,295  
Advances  from Federal Home Loan Bank and notes payable
    7,350,000       11,925,000  
Repayments of Federal Home Loan Bank advances and notes payable
    (4,350,000 )     (18,955,927 )
Net cash provided by (used for) financing activities
    2,559,644       (7,198,021 )
                 
Net increase in cash and cash equivalents
    2,023,812       2,336,384  
Cash and cash equivalents at beginning of period
    1,962,657       3,099,058  
Cash and cash equivalents at end of period
  $ 3,986,469     $ 5,435,442  
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for                
    Interest   $ 1,203,998     $ 1,929,931  
    Income taxes     -       -  
Transfers of loans to foreclosed real estate and repossessed assets     2,474,642       208,902  
 
See accompanying notes to the consolidated financial statements.
 
 
6

 

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1—BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements are not included herein. The interim financial statements should be read in conjunction with the financial statements of First Federal of Northern Michigan Bancorp, Inc. and Subsidiaries and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2010.

All adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of financial position, results of operations and cash flows, have been made. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

Note 2— PRINCIPLES OF CONSOLIDATION
 
The consolidated financial statements include the accounts of First Federal of Northern Michigan Bancorp, Inc., First Federal of Northern Michigan, and the Bank’s wholly owned subsidiaries, Financial Services & Mortgage Corporation (“FSMC”) and FFNM Agency, Inc. FSMC invests in real estate, which includes leasing, selling, developing, and maintaining real estate properties. The main activity of FFNM Agency is to collect the stream of income associated with the sale of the Blue Cross/Blue Shield override to the Grotenhuis Group (as discussed further below).  All significant intercompany balances and transactions have been eliminated in the consolidation.

Note 3—SECURITIES

Investment securities have been classified according to management’s intent.  The carrying value and estimated fair value of securities are as follows:

   
June 30, 2011
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Market
Value
 
   
(in thousands)
 
Securities Available for Sale
                       
U.S. Government and agency obligations
  $ 14,396     $ 85     $ -       14,481  
Municipal obligations
    7,976       288       -       8,264  
Mortgage-backed securities
    24,562       372       (8 )     24,926  
Equity securities
    2       -       (1 )     1  
                                 
Total
  $ 46,936     $ 745     $ (9 )   $ 47,672  
                                 
Securities Held to Maturity
                               
Municipal obligations
  $ 2,485     $ 159     $ (1 )   $ 2,643  

 
7

 

   
December 31, 2010
 
   
Amortized
Cost
   
Gross 
Unrealized 
Gains
   
Gross
Unrealized
Losses
   
Market
Value
 
   
(in thousands)
 
Securities Available for Sale
                       
U.S. Government and agency obligations
  $ 4,518     $ 44     $ -       4,562  
Municipal obligations
    4,875       171       -       5,046  
Mortgage-backed securities
    25,684       83       (75 )     25,692  
Equity securities
    3       -       (2 )     1  
                                 
Total
  $ 35,080     $ 298     $ (77 )   $ 35,301  
                                 
Securities Held to Maturity
                               
Municipal obligations
  $ 2,520     $ 90     $ (15 )   $ 2,595  

The amortized cost and estimated market value of securities at June 30, 2011, by contract maturity,   are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities with no specified maturity date are separately stated.

   
June 30, 2011
 
   
Amortized
Cost
   
Market
Value
 
   
(in thousands)
 
Available For Sale:
           
Due in one year or less
  $ 1,557     $ 1,561  
Due after one year through five years
    13,871       14,030  
Due in five year through ten years
    6,528       6,671  
Due after ten years
    416       483  
                 
Subtotal
    22,372       22,745  
                 
Equity securities
    2       1  
Mortgage-backed securities
    24,562       24,926  
                 
Total
  $ 46,936     $ 47,672  
                 
Held To Maturity:
               
Due in one year or less
  $ 90     $ 91  
Due after one year through five years
    395       424  
Due in five year through ten years
    645       695  
Due after ten years
    1,355       1,433  
                 
Total
  $ 2,485     $ 2,643  

At June 30, 2011 and December 31, 2010, securities with a carrying value of $35,833,000 and $34,981,000, respectively, were pledged to secure certain deposit accounts, FHLB advances and our line of credit at the Federal Reserve.
 
Gross proceeds from the sale of securities for the six-months ended June 30, 2011 and 2010 were $0 and $10,354,000, respectively, resulting in gross gains of $0 and $497,000, respectively and gross losses of $0 and $0, respectively.

 
8

 
 
The following is a summary of temporarily impaired investments that have been impaired for less than   and more than twelve months as of June 30, 2011 and December 31, 2010:
 
   
June 30, 2011
 
         
Gross
Unrealized
Losses
         
Gross
Unrealized
Losses
 
   
Fair Value
   
<12
months
   
Fair Value
   
> 12
months
 
   
(in thousands)
 
Available For Sale:
                       
U.S. Government and agency obligations
  $ -     $ -     $ -     $ -  
Municipal obligations
    -       -       -       -  
Mortgage-backed securities
    1,658       (8 )     -       -  
Equity securities
    -       -       2       (1 )
                                 
Total
  $ 1,658     $ (8 )   $ 2     $ (1 )
                                 
Held to Maturity:
                               
Municipal obligations
  $ -     $ -     $ 29     $ (1 )
                                 
   
December 31, 2010
 
           
Gross
Unrealized
Losses
           
Gross
Unrealized
Losses
 
   
Fair Value
   
<12
months
   
Fair Value
   
> 12
months
 
   
(in thousands)
 
Available For Sale:
                               
U.S. Government and agency obligations
  $ -     $ -     $ -     $ -  
Municipal obligations
    -       -       -       -  
Mortgage-backed securities
    12,626       (75 )     -       -  
Equity securities
    3       (2 )     -       -  
                                 
Total
  $ 12,629     $ (77 )   $ -     $ -  
                                 
Held to Maturity:
                               
Municipal obligations
  $ 382     $ (13 )   $ 28     $ (2 )
 
The unrealized losses on the securities held in the portfolio are not considered other than temporary  and have not been recognized into income. This decision is based on the Company’s ability and intent to hold any potentially impaired security until maturity. The performance of the security is based on the contractual terms of the agreement, the extent of the impairment and the financial condition and credit quality of the issuer. The decline in market value is considered temporary and a result of changes in interest rates and other market variables.

 
9

 

Note 4—LOANS

The following table sets forth the composition of our loan portfolio by loan type at the dates indicated.

   
At June 30,
   
At December 31,
 
   
2011
   
2010
 
   
(in thousands)
 
Real estate loans:
           
Residential mortgage
  $ 65,060     $ 71,697  
Commercial loans:
               
Secured by real estate
    57,465       61,010  
Other
    8,208       8,848  
Total commercial loans
    65,673       69,858  
                 
Consumer loans:
               
Secured by real estate
    15,056       16,547  
Other
    1,474       2,118  
                 
Total consumer loans
    16,530       18,665  
Total gross loans
  $ 147,263     $ 160,220  
Less:
               
Net deferred loan fees
    (246 )     (245 )
Allowance for loan losses
    (2,191 )     (2,831 )
                 
Total loans, net
  $ 144,826     $ 157,144  

The following table illustrates the contractual aging of the recorded investment in past due loans by class of loans as of June 30, 2011 and December 31, 2010:
 
As of June 30, 2011
 
                                       
Recorded
 
                                       
Investment > 90
 
   
30 - 59 Days
   
60 - 89 Days
   
Greater than 90
   
Total
         
Total Financing
   
Days and
 
   
Past Due
   
Past Due
   
Days
   
Past Due
   
Current
   
Receivables
   
Accruing
 
                                           
Commercial Real Estate:
                                         
Commercial Real Estate - construction
  $ -     $ -     $ 290     $ 290     $ 70     $ 360     $ -  
Commercial Real Estate - other
    447       -       514       961       56,144       57,105       -  
Commercial - non real estate
    -       -       -       -       8,208       8,208       -  
                                                         
Consumer:
                                                       
Consumer - Real Estate
    272       112       158       542       14,514       15,056       -  
Consumer - Other
    17       13       1       31       1,443       1,474       1  
                                                         
Residential:
                                                       
Residential
    2,935       1,191       2,771       6,897       58,163       65,060       340  
Total
  $ 3,671     $ 1,316     $ 3,734     $ 8,721     $ 138,542     $ 147,263     $ 341  
                                                         
As of December 31, 2010
 
                                                   
Recorded
 
                                                   
Investment > 90
 
   
30 - 59 Days
   
60 - 89 Days
   
Greater than 90
   
Total
           
Total Financing
   
Days and
 
   
Past Due
   
Past Due
   
Days
   
Past Due
   
Current
   
Receivables
   
Accruing
 
                                                         
Commercial Real Estate:
                                                       
Commercial Real Estate - construction
  $ -     $ -     $ 1,772     $ 1,772     $ 1,498     $ 3,270     $ -  
Commercial Real Estate - other
    891       488       784       2,163       55,577       57,740       82  
Commercial - non real estate
    -       6       -       6       8,842       8,848       -  
                                                         
Consumer:
                                                       
Consumer - Real Estate
    650       108       205       963       15,584       16,547       -  
Consumer - Other
    27       14       2       43       2,075       2,118       2  
                                                         
Residential:
                                                       
Residential
    3,919       2,056       2,434       8,409       63,288       71,697       282  
Total
  $ 5,487     $ 2,672     $ 5,197     $ 13,356     $ 146,864     $ 160,220     $ 366  

 
10

 

The Bank uses an eight tier risk rating system to grade its commercial loans. The grade of a loan may change during the life of the loans. The risk ratings are described as follows:
 
Risk Grade 1 (Excellent) - Prime loans based on liquid collateral, with adequate margin or supported by strong financial statements. Probability of serious financial deterioration is unlikely. High liquidity, minimum risk, strong ratios, and low handling costs are common to these loans. This classification also includes all loans secured by certificates of deposit or cash equivalents.

Risk Grade 2 (Good) - Desirable loans of somewhat less stature than Grade 1, but with strong financial statements. Probability of serious financial deterioration is unlikely. These loans possess a sound repayment source (and/or a secondary source).  These loans represent less than the normal degree of risk associated with the type of financing contemplated.

Risk Grade 3 (Satisfactory) - Satisfactory loans of average risk – may have some minor deficiency or vulnerability to changing economic conditions, but still fully collectible. There may be some minor weakness but with offsetting features or other support readily available. These loans present a normal degree of risk associated with the type of financing. Actual and projected indicators and market conditions provide satisfactory assurance that the credit shall perform in accordance with agreed terms.

Risk Grade 4 (Acceptable) - Loans considered satisfactory, but which are of slightly “below average” credit risk due to financial weaknesses or uncertainty. The loans warrant a somewhat higher than average level of monitoring to insure that weaknesses do not advance.  The level of risk is considered acceptable and within normal underwriting guidelines, so long as the loan is given the proper level of management supervision.

Risk Grade 4.5 (Monitored) - Loans are considered “below average” and monitored more closely due to some credit deficiency that poses additional risk but is not considered adverse to the point of being a “classified” credit.  Possible reasons for additional monitoring may include characteristics such as temporary negative debt service coverage due to weak economic conditions, borrower may have experienced recent losses from operations, declining equity and/or increasing leverage, or marginal liquidity that may affect long-term sustainability.  Loans of this grade have a higher degree of risk and warrant close monitoring to insure against further deterioration.
In any tables presented subsequently, Risk Grade 4.5 credits are included with Risk Grade 4 credits.

Risk Grade 5 (Other Assets Especially Mentioned) (OAEM) - Loans which possess some credit deficiency or potential weakness, which deserve close attention, but which do not yet warrant substandard classification. Such loans pose unwarranted financial risk that, if not corrected, could weaken the loan and increase risk in the future.

Risk Grade 6 (Substandard) -  Loans are “substandard” whose full, final collectability does not appear to be a matter of serious doubt, but which nevertheless portray some form of well defined weakness that requires close supervision by Bank management. The noted weaknesses involve more than normal banking risk. One or more of the following characteristics may be exhibited in loans classified Substandard: (1) Loans  possess a defined credit weakness and the likelihood that the loan shall be paid from the primary source of repayment is uncertain; (2) Loans are not adequately protected by the current net worth and/or paying capacity of the obligor; (3) primary source of repayment is gone, and the Bank is forced to rely on a secondary source of repayment such as collateral liquidation or guarantees; (4) distinct possibility that the Bank shall sustain some loss if deficiencies are not corrected; (5) unusual courses of action are needed to maintain a high probability of repayment; (6) the borrower is not generating enough cash flow to repay loan principal, however, continues to make interest payments; (7) the Bank is forced into a subordinated or unsecured position due to flaws in documentation; (8) loans have been restructured so that payment schedules, terms, and collateral represent concessions to the borrower when compared to normal loan terms; (9) the Bank is contemplating foreclosure or legal action due to the apparent deterioration in the loan; or (10) there is a significant deterioration in the market conditions and the borrower is highly vulnerable to these conditions.

 
11

 

Grade 7 (Doubtful) - Loans have all the weaknesses of those classified Substandard. Additionally, however, these weaknesses make collection or liquidation in full, based on existing conditions, improbable. Loans in this category are typically not performing in conformance with established terms and conditions. Full repayment is considered “Doubtful”, but extent of loss is not currently determinable.

Risk Grade 8 (Loss) - Loans are considered uncollectible and of such little value, that continuing to carry them as an asset on the Bank’s financial statements is not feasible.
 
The following table presents the risk category of loans by class of loans based on the most recent analysis performed and the contractual aging as of June 30, 2011 and December 31, 2010:
 
As of June 30, 2011
 
   
Commercial Real Estate
   
Commercial Real Estate
       
Loan Grade
 
Construction
   
Other
   
Commercial
 
                   
1-2
  $ -     $ -     $ 2  
3
    70       13,169       2,793  
4
    -       30,362       5,049  
5
    -       5,179       364  
6
    290       8,395       -  
7
    -       -       -  
8
    -       -       -  
Total
  $ 360     $ 57,105     $ 8,208  
                         
As of December 31, 2010
 
                         
   
Commercial Real Estate
   
Commercial Real Estate
         
Loan Grade
 
Construction
   
Other
   
Commercial
 
                         
1-2
  $ -     $ -     $ 5  
3
    70       12,411       2,958  
4
    1,428       33,754       5,631  
5
    -       3,245       248  
6
    1,772       8,330       6  
7
    -       -       -  
8
    -       -       -  
Total
  $ 3,270     $ 57,740     $ 8,848  

For residential real estate and other consumer credit the Company also evaluates credit quality based on the aging status of the loan and by payment activity.  Loans 60 or more days past due are monitored by the collection committee.
 
The following tables present the risk category of loans by class based on the most recent analysis performed as of June 30, 2011 and December 31, 2010:
 
As of June 30, 2011
 
As of December 31, 2010
 
               
   
Residential
     
Residential
 
               
Grade
     
Grade
     
               
Pass
  $ 61,774  
Pass
  $ 68,301  
Special Mention
    -  
Special Mention
    -  
Substandard
    3,286  
Substandard
    3,396  
Total
  $ 65,060  
Total
  $ 71,697  

 
12

 

As of June 30, 2011
 
             
   
Consumer -
       
   
Real Estate
   
Consumer - Other
 
             
Performing
  $ 14,880     $ 1,468  
Nonperforming
    176       7  
Total
  $ 15,056     $ 1,475  
                 
As of December 31, 2010
 
                 
   
Consumer -
         
   
Real Estate
   
Consumer - Other
 
                 
Performing
  $ 16,341     $ 2,116  
Nonperforming
    206       2  
Total
  $ 16,547     $ 2,118  

The following table presents the recorded investment in non-accrual loans by class as of June 30, 2011 and December 31, 2010:
 
   
As of
 
   
June 30, 2011
 
       
Commercial Real Estate:
     
Commercial Real Estate - construction
  $ 290  
Commercial Real Estate - other
    514  
Commercial
    -  
         
Consumer:
       
Consumer - real estate
    176  
Consumer - other
    6  
         
Residential:
       
Residential
    2,946  
         
Total
  $ 3,932  
         
   
As of
 
   
December 31, 2010
 
         
Commercial Real Estate:
       
Commercial Real Estate - construction
  $ 1,772  
Commercial Real Estate - other
    1,148  
Commercial
    -  
         
Consumer:
       
Consumer - real estate
    206  
Consumer - other
    -  
         
Residential:
       
Residential
    3,114  
         
Total
  $ 6,240  

 
13

 
 
The key features of the Company’s loan modifications are determined on a loan-by-loan basis.  Generally, our restructurings have related to interest rate reductions and loan term extensions. In the past the Company has granted reductions in interest rates, payment extensions and short-term payment forbearances as a means to maximize collectability of troubled credits.  The Company has not forgiven principal to date, although this would be considered if necessary to ensure the long-term collectability of the loan. The Company’s loan modifications are typically short-term in nature, although the Company would consider a long-term modification to ensure the long-term collectability of the credit. In general, a borrower must make at least six consecutive timely payments before the Company would consider a return of a restructured loan to accruing status in accordance with Federal Deposit Insurance Corporation guidelines regarding restoration of credits to accrual status.

The Bank has classified approximately $1,415,000 of its impaired loans as troubled debt restructurings as of June 30, 2011, as noted in the table below:
 
As of June 30, 2011
 
                   
         
Pre-Modification
   
Post-Modification
 
   
Number of
   
Outstanding Recorded
   
Outstanding Recorded
 
   
Contracts
   
Investments
   
Investment
 
                   
Troubled Debt Restructurings
                 
                   
Commercial Real Estate - Construction
    -       -       -  
Commercial Real Estate - Other
    3       1,488       1,415  
Commercial - non real estate
    -       -       -  
Residential
    -       -       -  
                         
   
Number of
                 
   
Contracts
   
Recorded Investment
         
Troubled Debt Restructurings
                       
That Subsequently Defaulted
                       
                         
Commercial Real Estate - Construction
    -       -          
Commercial Real Estate - Other
    -       -          
Commercial - non real estate
    -       -          
Residential
    -       -          
 
For the majority of the Bank’s impaired loans, the Bank will apply the observable market price methodology. However, the Bank may also utilize a measurement incorporating the present value of expected future cash flows discounted at the loan’s effective rate of interest. To determine observable market price, collateral asset values securing an impaired loan are periodically evaluated. Maximum time of re-evaluation is every 12 months. In this process, third party evaluations are obtained and heavily relied upon. Until such time that updated evaluations are received, the Bank may discount the collateral value used.
 
The Bank uses the following guidelines as stated in policy to determine when to realize a charge-off, whether a partial or full loan balance. A charge down in whole or in part is realized when unsecured consumer loans, credit card credits and overdraft lines of credit reach 90 days delinquency. At 120 days delinquency, secured consumer loans are charged down to the value of collateral, if repossession of the collateral is assured and/or in the process of repossession.  Consumer mortgage loan deficiencies are charged down upon the sale of the collateral or sooner upon the recognition of collateral deficiency. Commercial credits are charged down at 90 days delinquency, unless an established and approved work-out plan is in place or litigation of the credit will likely result in recovery of the loan balance.  Upon notification of bankruptcy, unsecured debt is charged off. Additional charge-offs may be realized as further unsecured positions are recognized.

 
14

 

The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010:
 
As of June 30, 2011
 
                     
Average
   
Interest
 
   
Unpaid Principal
   
Recorded
   
Related
   
Recorded
   
Income
 
   
Balance
   
Investment
   
Allowance
   
Investment
   
Recognized
 
                               
With no related allowance recorded:
                             
Commercial
  $ -     $ -     $ -     $ -     $ -  
Commercial Real Estate - Construction
    -       -       -       -       -  
Commercial Real Estate - Other
    60       60       -       60       -  
Consumer - Real Estate
    68       68       -       70       -  
Consumer - Other
    6       6       -       7       -  
Residential
    2,527       2,451       -       2,460       -  
                                         
With a specific allowance recorded:
                                       
Commercial
    -       -       -       -       -  
Commercial Real Estate - Construction
    290       290       150       290       -  
Commercial Real Estate - Other
    1,236       1,236       245       1,239       -  
Consumer - Real Estate
    109       108       20       108       -  
Consumer - Other
    -       -       -       -       -  
Residential
    495       495       129       494       -  
                                         
Totals:
                                       
Commercial
  $ -     $ -     $ -     $ -     $ -  
Commercial Real Estate - Construction
  $ 290     $ 290     $ 150     $ 290     $ -  
Commercial Real Estate - Other
  $ 1,296     $ 1,296     $ 245     $ 1,299     $ -  
Consumer - Real Estate
  $ 177     $ 176     $ 20     $ 178     $ -  
Consumer - Other
  $ 6     $ 6     $ -     $ 7     $ -  
Residential
  $ 3,022     $ 2,946     $ 129     $ 2,954     $ -  
 
As of December 31, 2010
 
                     
Average
   
Interest
 
   
Unpaid Principal
   
Recorded
   
Related
   
Recorded
   
Income
 
   
Balance
   
Investment
   
Allowance
   
Investment
   
Recognized
 
                               
With no related allowance recorded:
                             
Commercial
  $ -     $ -     $ -     $ -     $ -  
Commercial Real Estate - Construction
    -       -       -       -       -  
Commercial Real Estate - Other
    822       674       -       667       -  
Consumer - Real Estate
    124       123       -       193       -  
Consumer - Other
    -       -       -       -       -  
Residential
    1,842       1,770       -       1,803       -  
                                         
With a specific allowance recorded:
                                       
Commercial
    -       -       -       -       -  
Commercial Real Estate - Construction
    3,449       1,772       305       1,805       -  
Commercial Real Estate - Other
    586       474       89       1,132       -  
Consumer - Real Estate
    83       83       25       14       -  
Consumer - Other
    -       -       -       -       -  
Residential
    1,416       1,344       165       1,330       -  
                                         
Totals:
                                       
Commercial
  $ -     $ -     $ -     $ -     $ -  
Commercial Real Estate - Construction
  $ 3,449     $ 1,772     $ 305     $ 1,805     $ -  
Commercial Real Estate - Other
  $ 1,408     $ 1,148     $ 89     $ 1,132     $ -  
Consumer - Real Estate
  $ 207     $ 206     $ 25     $ 207     $ -  
Consumer - Other
  $ -     $ -     $ -     $ -     $ -  
Residential
  $ 3,258     $ 3,114     $ 165     $ 3,133     $ -  

The ALLL has a direct impact on the provision expense. An increase in the ALLL is funded through recoveries and provision expense.

 
15

 
 
Activity in the allowance for loan and lease losses was as follows for the quarter and year ended June 30, 2011 and December 31, 2010, respectively:
 
For the Six Months Ended June 30, 2011
 
                                                 
   
Commercial
   
Commercial
         
Consumer
                         
   
Construction
   
Real Estate
   
Commercial
   
Real Estate
   
Consumer
   
Residential
   
Unallocated
   
Total
 
                                                 
Allowance for credit losses:
                                               
Beginning Balance
  $ 535     $ 1,281     $ 192     $ 228     $ 59     $ 536     $ -     $ 2,831  
Charge-offs
    (94 )     (119 )     (6 )     (83 )     (18 )     (404 )     -     $ (724 )
Recoveries
    -       3       -       23       7       3       -     $ 36  
Provision
    (277 )     (103 )     (34 )     50       (26 )     438       -     $ 48  
Ending Balance
  $ 164     $ 1,062     $ 152     $ 218     $ 22     $ 573     $ -     $ 2,191  
                                                                 
Ending balance: individually evaluated for impairment
  $ 150     $ 245     $ -     $ 20     $ -     $ 129     $ -     $ 544  
                                                                 
Ending balance: loans collectively evaluated for impairment
  $ 14     $ 817     $ 152     $ 198     $ 22     $ 444     $ -     $ 1,647  
                                                                 
Ending balance: loans acquired with deteriorated credit quality
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                 
Financing Receivables:
                                                               
Ending Balance
  $ 360     $ 57,105     $ 8,208     $ 15,056     $ 1,474     $ 65,060     $ -     $ 147,263  
                                                                 
Ending balance: individually evaluated for impairment
  $ 290     $ 1,296     $ -     $ 176     $ 6     $ 2,946     $ -     $ 4,714  
                                                                 
Ending balance: loans collectively evaluated for impairment
  $ 70     $ 55,809     $ 8,208     $ 14,880     $ 1,468     $ 62,114     $ -     $ 142,549  
                                                                 
Ending balance: loans acquired with deteriorated credit quality
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  

For the Year Ended December 31, 2010
 
                                                 
   
Commercial
   
Commercial
         
Consumer
                         
   
Construction
   
Real Estate
   
Commercial
   
Real Estate
   
Consumer
   
Residential
   
Unallocated
   
Total
 
                                                 
Allowance for credit losses:
                                               
Beginning Balance
  $ 997     $ 1,513     $ 245     $ 211     $ 45     $ 649     $ -     $ 3,660  
Charge-offs
    (1,013 )     (512 )     -       (220 )     (99 )     (258 )     -       (2,102 )
Recoveries
    60       85       -       14       11       2       -       172  
Provision
    491       195       (53 )     223       102       143       -       1,101  
Ending Balance
  $ 535     $ 1,281     $ 192     $ 228     $ 59     $ 536     $ -     $ 2,831  
                                                                 
Ending balance: individually evaluated for impairment
  $ 305     $ 89     $ -     $ 25     $ -     $ 165     $ -     $ 584  
                                                                 
Ending balance: loans collectively evaluated for impairment
  $ 230     $ 1,192     $ 192     $ 203     $ 59     $ 371     $ -     $ 2,247  
                                                                 
Ending balance: loans acquired with deteriorated credit quality
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                 
Financing Receivables:
                                                               
Ending Balance
  $ 3,270     $ 57,740     $ 8,848     $ 16,547     $ 2,118     $ 71,697     $ -     $ 160,220  
                                                                 
Ending balance: individually evaluated for impairment
  $ 1,772     $ 1,148     $ -     $ 206     $ -     $ 3,114     $ -     $ 6,240  
                                                                 
Ending balance: loans collectively evaluated for impairment
  $ 1,498     $ 56,592     $ 8,848     $ 16,341     $ 2,118     $ 68,583     $ -     $ 153,980  
                                                                 
Ending balance: loans acquired with deteriorated credit quality
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
 
 

 
16

 

Note 5—DIVIDENDS
 
We suspended our quarterly dividend effective for the quarter ended December 31, 2008. We are dependent primarily upon the Bank for earnings and funds to pay dividends on common stock. The payment of dividends also is subject to legal and regulatory restrictions. Any reinstatement of dividends in the future will depend, in large part, on the Bank's earnings, capital requirements, financial condition and other factors considered by the Board of Directors.

Note 6—STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted Statement of FASB ASC 718-10 “Shareholder Based Payments”, which requires that the grant-date fair value of awarded stock options be expensed over the requisite service period. The Company’s 1996 Stock Option Plan (the “1996 Plan”), which was approved by shareholders, permits the grant of share options to its employees for up to 127,491 shares of common stock (adjusted for the exchange ratio applied in the Company’s 2005 stock offering and related second-step conversion). The Company’s 2006 Stock-Based Incentive Plan (the “2006 Plan”), which was approved by the shareholders on May 17, 2006, permits the award of up to 242,740 shares of common stock of which the maximum number to be granted as Stock Options is 173,386 and the maximum that can be granted as Restricted Stock Awards is 69,354. Option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest based on five years of continual service and have ten year contractual terms. Certain options provide for accelerated vesting if there is a change in control (as defined in the Plans).

During the three and six months ended June 30, 2011, no shares were awarded under the Recognition and Retention Plan (“RRP”).  Shares issued under the RRP and exercised pursuant to the exercise of the stock option plan may be either authorized but unissued shares or reacquired shares held by the Company as treasury stock.

Stock Options - A summary of option activity under the Plans during the six months ended June 30, 2011 is presented below:

               
Weighted-Average
       
         
Weighted-
   
Remaining
       
         
Average
   
Contractual Term
   
Aggregate
 
Options
 
Shares
   
Exercise Price
   
(Years)
   
Intrinsic Value
 
                                 
Outstanding at January 1, 2011
    186,132     $ 9.47                  
                                 
Granted
    0       N/A                  
                                 
Exercised
    0       N/A                  
                                 
Forfeited or expired
    0       N/A                  
                                 
Oustanding at June 30, 2011
    186,132     $ 9.47       4.81     $ 0  
                                 
Options Exercisable at June 30, 2011
    184,652     $ 9.48       4.75     $ 0  

The aggregate intrinsic value of outstanding options shown in the table above represents the total pretax intrinsic value (i.e. the difference between the Company’s closing stock price of $3.75 on June 30, 2011 and the exercise price times the number of shares) that would have been received by the option holder had all option holders exercised their options on June 30, 2011.  This amount changes based on the fair market value of the stock.

 
17

 

As of June 30, 2011 there was $2,000 of total unrecognized compensation cost, net of expected forfeitures, related to nonvested options under the Plans. That cost is expected to be recognized over a weighted-average period of 1.0 years. The total fair value of options vested during the six months ended June 30, 2011 was $135,992.

A summary of the status of the Company’s nonvested options as of June 30, 2011, and changes during the six months ended June 30, 2011, is presented below:

         
Weighted-Average
 
         
Grant-Date
 
Nonvested Shares
 
Shares
   
Fair Value
 
             
Nonvested at January 1, 2011
    37,358     $ 2.10  
                 
Granted
    0       N/A  
                 
Vested
    (35,878 )   $ 2.12  
                 
Forfeited
    0       N/A  
                 
Nonvested at June 30, 2011
    1,480     $ 2.15  

Restricted Stock Awards - As of June 30, 2011 there was $1,000 of unrecognized compensation cost related to nonvested restricted stock awards under the Plans. That cost is expected to be recognized over a weighted-average period of 1.0 years.

Note 7 – COMMITMENTS TO EXTEND CREDIT

The Company is a party to credit-related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, stand-by letters of credit, and commercial lines of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated balance sheet. The Company’s exposure to credit loss is represented by the contracted amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

At June 30, 2011, the Company had outstanding commitments to originate loans of $18.4 million. These commitments included $5.4 million for permanent one-to-four family dwellings, $2.2 million for non-residential loans, $550,000 of undisbursed loan proceeds for construction of one-to-four family dwellings, $4.1 million of undisbursed lines of credit on home equity loans, $1.0  million of unused credit card lines, $3.3 million of unused commercial lines of credit, $170,000 of undisbursed loans for commercial construction, $5,000 of unused letters of credit and $1.7 million in unused Overdraft Protection.

Note 8-FAIR VALUE MEASUREMENTS
 
ASC 820-10 – Fair Value Measurements. The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis at June 30, 2011, and the valuation techniques used by the Company to determine those fair values.
 
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
 
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly.  These Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

 
18

 
 
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.
 
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.
 
Disclosures concerning assets and liabilities measured at fair value are as follows:

Assets and Liabilities Measured at Fair Value on a Recurring Basis at June 30, 2011
(Dollars in Thousands)

   
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Balance at
June 30, 2011
 
Assets
                       
Investment securities- available-for-sale:
                       
US Government & agency obligations
  $ -     $ 14,481     $ -     $ 14,481  
Municipal obligations
    -       8,264       -       8,264  
Mortgage-backed securities
    -       24,926       -       24,926  
Equity securities
    -       1       -       1  
                                 
Total investment securities - available-for-sale
  $ -     $ 47,672     $ -     $ 47,672  
                                 
Liabilities
                               
None
                               

Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2010
(Dollars in Thousands)

   
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Balance at
December 31,
2010
 
Assets
                       
Investment securities- available-for-sale:
                       
US Government & agency obligations
  $ -     $ 4,562     $ -     $ 4,562  
Municipal obligations
    -       5,046       -       5,046  
Mortgage-backed securities
    -       25,692       -       25,692  
Equity securities
    -       1       -       1  
                                 
Total investment securities - available-for-sale
  $ -     $ 35,301     $ -     $ 35,301  
                                 
Liabilities
                               
None
                               
 
The Company also has assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. These assets include non-homogenous loans that are considered impaired and real estate owned. For impaired loans accounted for under ASC 310-10, the Company has estimated the fair value using Level 3 inputs using discounted cash flow projections. Other Real Estate Owned consists of property received in full or partial satisfaction of a receivable. The Company utilizes independent appraisals or broker price opinions to estimate the fair value of these properties.

 
19

 
 
Assets Measured at Fair Value on a Nonrecurring Basis at June 30, 2011
   
Balance at
June 30, 2011
   
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
   
Significant
Unobservable
Inputs
(Level 3)
   
Change in fair
value for the
six-month
period ended
June 30, 2011
 
                               
Impaired loans accounted for under ASC 310-10
  $ 1,586     $ -     $ -     $ 1,586     $ 211  
                                         
Other real estate owned -residential mortgages
  $ 767     $ -     $ -     $ 767     $ 12  
                                         
Other Real estate owned - commercial
  $ 2,545     $ -     $ -     $ 2,545     $ 65  
                                         
Other Repossessed Assets
  $ 1,313     $ -     $ -     $ 1,313     $ -  
                                         
Total change in fair value
                                  $ 288  

Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2010
   
Balance at
December 31,
2010
   
Quoted Prices
in Active
Markets for
Identical
Assets (Level 1)
   
Significant
Other
Observable
Inputs (Level 2)
   
Significant
Unobservable
Inputs (Level 3)
   
Change in fair
value for the
twelve-month
period ended
December 31,
2010
 
                               
Impaired loans accounted for under ASC 310-10
  $ 2,920     $ -     $ -     $ 2,920     $ 878  
                                         
Other real estate owned -residential mortgages
  $ 514     $ -     $ -     $ 514     $ 68  
                                         
Other Real estate owned - commercial
  $ 2,569     $ -     $ -     $ 2,569     $ 830  
                                         
Total change in fair value
                                  $ 1,776  
 
Impaired Loans. The Company does not record loans at fair value on a recurring basis.However, on occasion, a loan is considered impaired and an allowance for loan loss is established.  A loan is considered impaired when it is probable that all of the principal and interest due under the original terms of the loan may not be collected.  Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310-10, Accounting by Creditors for Impairment of a Loan. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.  In accordance with ASC 820-10, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as nonrecurring Level 3.

 
20

 

The Company recognizes a collateral dependent loan as non-performing and impaired when the loan becomes 90 or more days delinquent (or sooner depending on the facts and circumstances of the loan).  At the time the collateral-dependent loan is determined to be impaired, the Company orders third party appraisals to assist in the determination of the fair value of the underlying collateral supporting the credit. At least annually, the Company obtains updated third-party valuations on impaired loans which are deemed to be collateral-dependent to ensure additional impairment does not exist or, if impairment does exist, that it has been recorded in the proper reporting period.

The Company records a provision for loan loss (specific reserve) on a collateral-dependent impaired loan at the time the third-party appraisal is received and analyzed if the fair market value is determined to be less than the carrying value of the loan as of the date of the appraisal.  The timing of an actual charge-off depends on the facts and circumstances of the loan. Generally, the institution recognizes a charge-off on collateral-dependent loans when appraisals are obtained and analyzed by the credit department and the fair value is determined to be less than the carrying value of the credit.  Depending on the facts and circumstances of the loan, the actual charge-off may be delayed until all information is received and analyzed pertaining to the individual credit.  There have been no significant time lapses during this process.

Other Real Estate Owned: At the time of acquisition, other real estate owned is recorded at fair value, less estimated costs to sell, which becomes the property's new basis. Subsequent write-downs to reflect declines in value since the time of acquisition may occur from time to time and are recorded in other expense in the consolidated statements of operations. The fair value of the property used at and subsequent to the time of acquisition is typically determined by a third party appraisal of the property (nonrecurring Level 3).

Financial Instruments: The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation.  Fair value is best determined based on quoted market prices.  However, in many instances, there are no quoted market prices for the Company’s various financial instruments.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.  Certain financial instruments and all nonfinancial instruments are excluded from disclosure.  Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

 
·
Cash and Cash Equivalents:  The carrying amounts of cash and short-term instruments approximate fair values.

 
·
Investment Securities Available for Sale: Fair values for securities, excluding Federal Home Loan Bank stock, are based on quoted market prices.  The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank.

 
·
Investment Securities Held to Maturity: The Company does not record investment securities held to maturity at fair value on a recurring basis.  Therefore, when certain securities held to maturity were measured at fair value as discussed below, the Company’s municipal bonds classified as held to maturity are fair valued using a discount rate adjustment technique utilizing an imputed discount rate between current market interest rate spreads and market interest rate spreads at the approximate last date an active market existed for the these securities.  Relevant inputs to the model include market spread data in consideration of credit characteristics, collateral type, credit rating and other relevant features.  Where quoted prices are not available, fair values are measured using independent matrix pricing models, or other model-based valuation techniques such as the present value of future cash flows, requiring adjustments for factors such as prepayment speeds, liquidity risk, default rates, credit loss and the security’s credit rating.  In instances where market action is inactive or inputs to the valuation are more opaque, securities are classified as nonrecurring Level 3 within the valuation hierarchy.  Therefore, when management determines the fair value of an impaired held to maturity security through utilization of this type of model, the Company records the impaired security as nonrecurring Level 3.

 
21

 

 
·
Loans Held for Sale: Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices.

 
·
Loans Receivable:  For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  Fair values for certain mortgage loans (e.g., one- to four-family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics.  Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial, and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

 
·
Deposit Liabilities: The fair values disclosed for demand deposits (e.g., interest and noninterest checking, statement savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  The carrying amounts of variable-rate accounts and certificates of deposit approximate their fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 
·
REPO Sweep Accounts:  The fair values disclosed for REPO Sweeps are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).

 
·
Long-term Borrowings:  The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

 
·
Accrued Interest:  The carrying amounts of accrued interest approximate fair value.

 
22

 

The estimated fair values and related carrying or notional amounts of the Company’s financial instruments are as follows:

   
June 30, 2011
   
December 31, 2010
 
   
Carrying
Amounts
   
Estimated
Fair Value
   
Carrying
Amounts
   
Estimated
Fair Value
 
                         
Financial assets:
                       
Cash and cash equivalents
  $ 3,986     $ 3,986     $ 1,963     $ 1,963  
Securities available for sale
    47,672       47,672       35,301       35,301  
Securities held to maturity
    2,485       2,643       2,520       2,595  
Loans and loans held for sale - Net
    145,377       145,942       157,144       157,704  
Federal Home Loan Bank stock
    3,266       3,266       3,775       3,775  
Accrued interest receivable
    1,159       1,159       1,231       1,231  
                                 
Financial liabilities:
                               
Customer deposits
    156,110       157,178       155,466       157,463  
Federal Home Loan Bank advances
    32,000       32,562       29,000       29,657  
REPO sweep accounts
    4,847       4,847       6,172       6,172  
Accrued interest payable
    176       176       194       194  

Note 9 – RECENT ACCOUNTING PRONOUNCEMENTS.

In July 2010, FASB issued ASU No. 2010-20 “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”.  The standard requires the Company to expand disclosures about the credit quality of our loans and the related reserves against them.  The additional disclosures will include details on our past due loans and credit quality indicators.  For public entities, ASU 2010-20 disclosures of period-end balances are effective for interim and annual reporting periods ending on or after December 15, 2010 and are included in Note 3 of the financial statements.  Disclosures related to activity that occurs during the reporting period are required for interim and annual reporting periods beginning on or after December 15, 2010.  The Company has adopted the disclosures related to the activity that occurred during the reporting period beginning with our June 30, 2011 consolidated financial statements.

In April 2011, the FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring”, which provides additional guidance to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The amendments in this update are effective for the Corporation beginning in the quarter ended September 30, 2011 and are to be applied retrospectively to January 1, 2011. In addition, the modification disclosures described in ASU 2010-20, which were subsequently deferred by ASU 2011-01, Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings, will be effective on a prospective basis beginning in the quarter ended September 30, 2011. The Company has early adopted the disclosures related to troubled debt restructurings effective with the quarter ended June 30, 2011.

The FASB has issued ASU 2011-04, Fair Value Measurement (Topic 820): “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. This ASU represents the converged guidance of the FASB and the IASB (the Boards) on fair value measurement. The collective efforts of the Boards and their staffs, reflected in ASU 2011-04, have resulted in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value.” The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs. The amendments to the Codification in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted. The impact of adoption of this ASU is not expected to be material.

 
23

 

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”, which provides entities with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income, along with a total for other comprehensive income, and a total amount for comprehensive income. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the entity is required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This update should be applied retrospectively effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  The adoption of this ASU will not have a material impact on the Companys consolidated financial statements.

 
24

 

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
 AND SUBSIDIARIES

PART Ι  -  FINANCIAL INFORMATION

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

The following discussion compares the consolidated financial condition of the Company at June 30, 2011 and December 31, 2010, and the results of operations for the three- and six-month periods ended June 30, 2011 and 2010.  This discussion should be read in conjunction with the interim financial statements and footnotes included herein.

OVERVIEW
 
The Company currently operates as a community-oriented financial institution that accepts deposits from the general public in the communities surrounding its 8 full-service banking centers. The deposited funds, together with funds generated from operations and borrowings, are used by the Company to originate loans. The Company’s principal lending activity is the origination of mortgage loans for the purchase or refinancing of one-to-four family residential properties. The Company also originates commercial and multi-family real estate loans, construction loans, commercial loans, automobile loans, home equity loans and lines of credit, and a variety of other consumer loans.
 
For the quarter ended June 30, 2011, the Company reported net income of $263,000, or $0.09 per basic and diluted share, compared to $319,000, or $0.11 per basic and diluted share, for the year earlier period, a decrease of $93,000.  Net income was $423,000, or $0.15 per share, for the six months ended June 30, 2011 as compared to $522,000, or $0.18 per share, for the same period ended June 30, 2010.

Total assets increased by $3.2 million, or 1.5%, from $215.7 million as of December 31, 2010 to $218.9 million as of June 30, 2011. Cash and cash equivalents increased by $2.0 million while investment securities available for sale increased by $12.4 million and net loans receivable decreased $12.3 million during this time period. Total deposits increased $645,000 from December 31, 2010 to June 30, 2011, Federal Home Loan Bank advances increased by $3.0 million, REPO sweep accounts decreased by $1.3 million, and equity increased by $830,000.
 
CRITICAL ACCOUNTING POLICIES
 
As of June 30, 2011, there have been no changes in the critical accounting policies as disclosed in the Company’s Form 10-K for the year ended December 31, 2010. The Company’s critical accounting policies are described in the Management’s Discussion and Analysis and financial sections of its 2010 Annual Report. Management believes its critical accounting policies relate to the Company’s allowance for loan losses, mortgage servicing rights, valuation of deferred tax assets and impairment of intangible assets.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2011 AND DECEMBER 31, 2010

ASSETS:   Total assets increased $3.2 million, or 1.5%, to $218.9 million at June 30, 2011 from $215.7 million at December 31, 2010.  Investment securities available for sale increased $12.4 million, or 35.0%, from December 31, 2010 to June 30, 2011 due primarily to the purchase of GNMA and municipal securities as opportunities arose and as we received funds from loan pay-offs. Net loans receivable decreased $12.3 million, or 7.8% to $144.8 million at June 30, 2010 from $157.1 million at December 31, 2010. The decrease in net loans was attributable primarily to the continued effect of adjustable-rate or balloon mortgage loans that have paid off or been refinanced and sold into the secondary market, a large purchased mortgage which paid off during the six-month period, consumer loan balances that have declined due to normal pay-downs, pay-off of an out-of-state commercial loan participation, and in general, limited originations of loans to be held in the Company’s portfolio.

 
25

 

LIABILITIES:   Deposits increased by $645,000 to $156.1 million at June 30, 2011 from $155.5 million at December 31, 2010. However, the composition of our deposits changed during the six-month period. Our certificate of deposit product decreased by $6.8 million as, in general,  we were not the market leader in rates on this product during this time period.  The decrease in our certificate of deposit products was partially offset by increases of $447,000 in liquid certificate of deposit accounts (from which customers can take a penalty–free withdrawal with seven days advance written notice), $687,000 in statement savings accounts, $1.4 million in non-interest bearing demand deposit accounts and $2.7 million in NOW demand deposit accounts. Total  FHLB advances increased $3.0 million to $32.0 million at June 30, 2011 from $29.0 million at December 31, 2010 as we leveraged to grow our balance sheet.

EQUITY:   Stockholders’ equity increased $830,000 to $24.1 million at June 30, 2011 from $23.2 million at December 31, 2010. The increase was due primarily to net income for the six-month period of $423,000 and an increase of $340,000 in the unrealized gain on available-for-sale securities.
 
RESULTS OF OPERATIONS

Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010

General: Net income decreased by $57,000 to $263,000 for the three months ended June 30, 2011 from $319,000 for the same period ended June 30, 2010.

Interest Income:   Interest income decreased to $2.7 million for the three months ended June 30, 2011 from $2.9 million for the year earlier period, due to two factors: a decrease of $10.8 million in the average balance of interest-earning assets to $201.8 million for the three month period ended June 30, 2011 from $212.6 million for the three month period ended June 30, 2010 and a decrease of 9 basis points in the average yield on these assets period over period.

Interest Expense:   Interest expense decreased to $581,000 for the three months ended June 30, 2011 from $900,000 for the three months ended June 30, 2010. The decrease in interest expense for the three month period was due primarily to a decrease in our cost of funds related to certificates of deposit and FHLB advances. The average cost of our certificates of deposit decreased from 2.31% for the three months ended June 30, 2010 to 1.76% for the three months ended June 30, 2011 as higher costing deposits matured and either left the Bank as we were not a market leader in rates or were re-priced at a lower rate. In addition, the cost of our FHLB advances decreased 71 basis points from 2.96% for the three months ended June 30, 2010 to 2.25% for the three months ended June 30, 2011 due to decreases in market interest rates.

 
26

 

The following table sets forth information regarding the changes in interest income and interest expense of the Bank during the periods indicated.

   
Quarter ended June 30, 2011
 
   
Compared to
 
   
Quarter ended June 30, 2010
 
   
Increase (Decrease) Due to:
 
   
Volume
   
Rate
   
Total
 
   
(In thousands)
 
Interest-earning assets:
                 
Loans receivable
  $ (54 )   $ (182 )   $ (236 )
Investment securities
    60       (22 )   $ 38  
Other investments
    (1 )     7     $ 6  
Total interest-earning assets
    5       (197 )     (192 )
                         
Interest-bearing liabilities:
                       
Money Market/NOW accounts
    6       (48 )     (42 )
Certificates of Deposit
    (46 )     (106 )     (152 )
Deposits
    (40 )     (154 )     (194 )
Borrowed funds
    403       (529 )     (126 )
Total interest-bearing liabilities
    363       (683 )     (320 )
                         
Change in net interest income
  $ (358 )   $ 486     $ 128  

Net Interest Income:   Net interest income increased to $2.1 million for the three-month period ended June 30, 2011 from $2.0 million for the same period in 2010.  For the three months ended June 30, 2011, average interest-earning assets decreased $10.8 million, or 5.1% when compared to the same period in 2010. Average interest-bearing liabilities decreased $12.9 million, or 6.7%, to $178.9 million for the quarter ended June 30, 2011 from $191.8 million for the quarter ended June 30, 2010.  The yield on average interest-earning assets decreased to 5.34% for the three-month period ended June 30, 2011 from 5.43% for the same period ended in 2010 and the cost of average interest-bearing liabilities decreased to 1.30% from 1.88% for the  three-month periods ended June 30, 2011 and 2010, respectively.  The net interest margin increased to 4.19% for the three-month period ended June 30, 2011 from 3.73% for same period in 2010.

Provision for Loan Losses:   The allowance for loan losses is established through a provision for loan losses charged to earnings.  Loan losses are charged against the allowance when management believes the uncollectibiity of a loan balance is confirmed.  Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions.  This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available.

The provision for loan losses for the three-month period ended June 30, 2011 was income of $19,000, as compared to expense of $595,000 for the prior year period. Our provision for loan losses is based on an eight-quarter rolling average of actual net charge-offs adjusted for various environmental factors for each pool of loans in our portfolio. Total net charge-offs for the quarter-ended June 30, 2011 were $422,000 as compared to $1.8 million for the quarter ended June 30, 2009, which rolled-off our required reserve calculation based on our eight-quarter rolling average method.  That decrease in charge-offs quarter over quarter resulted in lower loss factors which were applied to our various pools of loans to establish an adequate reserve.  In addition, loan balances have declined substantially from December 31, 2010.  Both of these factors enabled us to reverse provision expense recorded in prior periods. The provision was based on management’s review of the components of the overall loan portfolio, the status of non-performing loans and various subjective factors.

 
27

 

The following table sets forth the details of our loan portfolio at the dates indicated:

         
Delinquent
       
   
Portfolio
   
Loans
   
Non-Accrual
 
   
Balance
   
Over 90 Days
   
Loans
 
   
(Dollars in thousands)
 
At June 30, 2011
                 
Real estate loans:
                 
Construction
  $ 415     $ -     $ 290  
One - to four - family
    65,005       340       2,946  
Commercial Mortgages
    57,105       -       514  
Home equity lines of credit/ Junior liens
    15,056       -       176  
Commercial loans
    8,208       -       -  
Consumer loans
    1,474       1       6  
                         
Total gross loans
    147,263       341       3,932  
Less:
                       
Net deferred loan fees
    (246 )     (1 )     (13 )
Allowance for loan losses
    (2,191 )     -       (544 )
Total loans, net
  $ 144,826     $ 340     $ 3,375  
                         
At December 31, 2010
                       
Real estate loans:
                       
Construction
  $ 3,426     $ -     $ 1,772  
One - to four - family
    71,541       282       3,114  
Commercial Mortgages
    57,740       82       1,148  
Home equity lines of credit/Junior liens
    16,547       -       206  
Commercial loans
    8,848       -       -  
Consumer loans
    2,118       2       -  
                         
Total gross loans
    160,220       366       6,240  
Less:
                       
Net deferred loan fees
    (245 )     (1 )     (11 )
Allowance for loan losses
    (2,831 )     -       (584 )
Total loans, net
  $ 157,144     $ 365     $ 5,645  

Non Interest Income: Non interest income decreased to $393,000 for the three months ended June 30, 2011 from $1.3 million for the three months ended June 30, 2010. The period ended June 30, 2010 included a $447,000 gain on sale of investments as a result of restructuring the investment portfolio in an effort to reduce credit risk as well as a $200,000 settlement on a lawsuit.  Additionally, in 2011 we continued to experience a decrease in mortgage banking activities as mortgage refinances were considerably lower for the three-month period ended June 30, 2011 as compared to the prior year period, resulting in a $133,000 decrease in income period over period.

Non Interest Expense: Non interest expense decreased from $2.4 million for the three months ended June 30, 2010 to $2.3 million for the three months ended June 30, 2011. Most notably, our FDIC premiums decreased by $43,000 period over period due in part to improvement in our risk profile. In addition, other expenses, consisting primarily of expenses related to problem credits, decreased $53,000 period over period.

Income Taxes:   The Company had no federal income expense for the three months ended June 30, 2011 due to net operating loss carryforwards, compared to a federal income tax benefit of $102,000 for the same period in 2010.

 
28

 

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

General: Net income decreased by $98,000 to $423,000 for the six months ended June 30, 2011 from $522,000 for the same period ended June 30, 2010.

Interest Income:   Interest income decreased by $483,000 to $5.3 million for the six-month period ended June 30, 2011 from $5.8 million for the same period in 2010. This decrease was primarily attributed to a decline in the average balance of interest earning assets of $12.4 million to $201.9 million for the six-month period ended June 30, 2011 from $214.2 million for the six-month period ended June 30, 2010. In addition, we experienced a decrease in the yield on our interest earning assets of 14 basis points period over period due mainly to lower market interest rates period over period.

Interest Expense:   Interest expense for the six months ended June 30, 2011 decreased to $1.2 million from $1.9 million for the six months ended June 30, 2010. The decrease in interest expense for the six-month period was due primarily to a decrease in the cost of our certificates of deposit and FHLB advances. The cost of our certificates of deposit decreased 56 basis points from 2.38% for the six months ended June 30, 2010 to 1.82% for the six months ended June 30, 2011, as higher costing deposits matured and either left the Bank or were re-priced at lower rates. In addition, the cost of our FHLB advances decreased 67 basis points from 2.94% for the six months ended June 30, 2010 to 2.27% for the six months ended June 30, 2011 due primarily to lower market interest rates period over period.

The following table sets forth information regarding the changes in interest income and interest expense of the Bank during the periods indicated.

   
Six Months ended June 30, 2011
 
   
Compared to
 
   
Six Months ended June 30, 2010
 
   
Increase (Decrease) Due to:
 
   
Volume
   
Rate
   
Total
 
   
(In thousands)
 
Interest-earning assets:
                 
Loans receivable
  $ (530 )   $ 27     $ (503 )
Investment securities
    35       (21 )     14  
Other investments
    1       5       6  
Total interest-earning assets
    (494 )     11       (483 )
                         
Interest-bearing liabilities:
                       
Money Market/NOW accounts
    21       (95 )     (74 )
Certificates of Deposit
    (103 )     (217 )     (320 )
Deposits
    (82 )     (312 )     (394 )
Borrowed funds
    (4 )     (273 )     (277 )
Total interest-bearing liabilities
    (86 )     (585 )     (671 )
                         
Change in net interest income
  $ (408 )   $ 596     $ 188  

Net Interest Income:   Net interest income increased by $188,000 for the six-month period ended June 30, 2011 compared to the same period in 2010.  For the six months ended June 30, 2011, average interest-earning assets decreased $12.4 million, or 5.8%, when compared to the same period in 2010. Average interest-bearing liabilities decreased $13.9 million, or 7.24%, to $179.1 million for the six-month period ended June 30, 2011 from $193.0 million for the six-month period ended June 30, 2010.  The yield on average interest-earning assets decreased to 5.26% for the six month period ended June 30, 2011 from 5.40% for the same period ended in 2010 while the cost of average interest-bearing liabilities decreased to 1.34% from 1.94%  for the six-month periods ended June 30, 2011 and 2010, respectively.  The net interest margin increased to 4.08% for the six month period ended June 30, 2011 from 3.67% for same period in 2010.

 
29

 

Delinquent Loans and Nonperforming Assets. The following table sets forth information regarding loans delinquent 90 days or more and real estate owned/other repossessed assets of the Bank at the dates indicated.  As of the dates indicated, the Bank had $1.4 million and $740,000, respectively, of restructured loans within the meaning of ASC 2010-20.

Nonperforming assets decreased by $526,000 from December 31, 2010 to June 30, 2011 due in large part to a commercial loan which returned to accrual status during the quarter ended June 30, 2011, partially offset by additional write-downs on repossessed properties.
 
   
June 30,
   
December 31,
 
   
2011
   
2010
 
   
(Dollars in thousands)
 
Total non-accrual loans
  $ 3,932     $ 6,240  
                 
Accrual loans delinquent 90 days or more:
               
One- to four-family residential
    340       282  
Other real estate loans
    -       82  
Construction
    -       -  
Purchased Out-of-State
    -       -  
Commerical
    -       -  
Consumer & other
    1       2  
Total accrual loans delinquent 90 days or more
  $ 341     $ 366  
                 
Total nonperforming loans (1)
    4,273       6,606  
Total real estate owned-residential mortgages (2)
    767       494  
Total real estate owned-Commercial (2)
    2,545       2,304  
Total real estate owned-Consumer & other repossessed assets (2)
    1,313       20  
Total nonperforming assets
  $ 8,898     $ 9,424  
                 
Total nonperforming loans to loans receivable
    2.90 %     4.13 %
Total nonperforming assets to total assets
    4.06 %     4.37 %

 
(1)
All of the Bank's loans delinquent more than 90 days are classified as nonperforming.
 
(2)
Represents the net book value of property acquired by the Bank through foreclosure or deed in lieu of foreclosure. Upon acquisition, this property is recorded at the lower of its fair market value or the principal balance of the related loan.

Provision for Loan Losses:    For the six-month period ended June 30, 2011, the provision for loan losses was $48,000 as compared to $606,000 for the same period ended June 30, 2010. As discussed above in the discussion for the three-month period ended June 30, 2011, our provision for loan losses is based on an eight-quarter rolling average of actual net charge-offs adjusted for various environmental factors for each pool of loans in our portfolio. Due to declining net charge-offs period over period, we were able to apply lower loss factors to our various pools of loans to establish an adequate reserve.  In addition, loan balances have declined substantially from December 31, 2010.  Both of these factors enabled us to reverse provision expense recorded in prior periods. The provision was based on management’s review of the components of the overall loan portfolio, the status of non-performing loans and various subjective factors.

The ratio of nonperforming loans to total loans was 2.90% and 4.13% at June 30, 2011 and December 31, 2010, respectively.  As a percent of total assets, nonperforming loans decreased to 4.06% at June 30, 2011 from 4.37% at December 31, 2010.

Non Interest Income: Non interest income decreased from $1.8 million for the six months ended June 30, 2010 to $842,000 for the six months ended June 30, 2011, mainly due to a decrease of $497,000 in gain on sale of investments due to a restructuring of the investment portfolio in 2010, a decrease of $200,000 in other income due to settlement of a lawsuit in 2010, and a decrease $145,000 in mortgage banking activities income period over period, as discussed above in the analysis of results for the three-month period ended June 30, 2011.

 
30

 

Non Interest Expense. Non interest expense decreased from $4.6 million for the six months ended June 30, 2010 to $4.5 million for the six months ended June 30, 2011. The decrease was primarily due to decreases of $63,000 in occupancy expenses, $66,000 in our FDIC premiums due in part to an improvement in our risk profile, and $37,000 in compensation and employee benefits expenses during the six-month period ended June 30, 2011.

Income Taxes: The Company had no federal income tax expense for either the six-month period ended June 30, 2011 or 2010 due to net operating loss carryforwards.

LIQUIDITY

The Company’s current liquidity position is more than adequate to fund expected asset growth. The Company’s primary sources of funds are deposits, FHLB advances, proceeds from principal and interest payments, prepayments on loans and mortgage-backed and investment securities and sale of long-term fixed-rate mortgages into the secondary market.  While maturities and scheduled amortization of loans and  mortgage-backed securities are a predictable source of funds, deposit flows, mortgage prepayments and sale of mortgage loans into the secondary market are greatly influenced by general interest rates, economic conditions and competition.

Liquidity represents the amount of an institution’s assets that can be quickly and easily converted into cash without significant loss.  The most liquid assets are cash, short-term U.S. Government securities, U.S. Government agency securities and certificates of deposit.  The Company is required to maintain sufficient levels of liquidity as defined by OCC regulations.  This requirement may be varied at the direction of the OCC. Regulations currently in effect require that the Bank must maintain sufficient liquidity to ensure its safe and sound operation.  The Company’s objective for liquidity is to be above 20%.  Liquidity as of June 30, 2011 was $45.6 million, or 36.5% compared to $35.4 million, or 28.5% at December 31, 2010.  The levels of these assets are dependent on the Company’s operating, financing, lending and investing activities during any given period. The liquidity calculated by the Company includes additional borrowing capacity available with the FHLB. This borrowing capacity is based on pledged collateral.

The Company intends to retain for its portfolio certain originated residential mortgage loans (primarily adjustable rate and shorter term fixed rate mortgage loans) and to generally sell the remainder in the secondary market.  The Bank will from time to time participate in or originate commercial real estate loans, including real estate development loans.  During the six month period ended June 30, 2011, the Company originated $12.4 million in residential mortgage loans, of which $837,000 were retained in portfolio while the remainder were sold in the secondary market or are being held for sale.  This compares to $17.4 million in originations during the first six months of 2010 of which $2.4 million were retained in portfolio.  The Company also originated $7.5 million of commercial loans and $818,000 of consumer loans in the first six months of 2011 compared to $5.4 million of commercial loans and $2.2 million of consumer loans for the same period in 2010.  Of total loans receivable, excluding loans held for sale, mortgage loans comprised 44.2% and 46.3%, commercial loans 44.6% and 41.7% and consumer loans 11.2% and 12.0% at June 30, 2011 and June 30, 2010, respectively.

Deposits are a primary source of funds for use in lending and for other general business purposes.  At June 30, 2011 deposits funded 71.3% of the Company’s total assets compared to 72.1% at December 31, 2010.  Certificates of deposit scheduled to mature in less than one year at June 30, 2010 totaled $50.4 million. Management believes that a significant portion of such deposits will remain with the Bank.  The Bank  monitors the deposit rates offered by competition in the area and sets rates that take into account the prevailing market conditions along with the Bank’s liquidity position.  Moreover, management believes that growth in assets is not expected to require significant in-flows of liquidity.  As such, the Bank does not expect to be a market leader in rates paid for liabilities, although we may from time to time offer higher rates than our competitors, as liquidity needs dictate.

Borrowings may be used to compensate for seasonal or other reductions in normal sources of funds or for deposit outflows at more than projected levels.  Borrowings may also be used on a longer-term basis to support increased lending or investment activities.  At June 30, 2011 the Company had $32.0 million in FHLB advances. FHLB borrowings as a percentage of total assets were 14.6% at June 30, 2011 as compared to 13.4% at December 31, 2010.  At June 30, 2011, the Company has sufficient available collateral to obtain additional advances of $22.2 million.

 
31

 

CAPITAL RESOURCES

Stockholders’ equity at June 30, 2011 was $24.1 million, or 11.0% of total assets, compared to $23.2 million, or 10.8% of total assets, at December 31, 2010 (See “Consolidated Statement of Changes in Stockholders’ Equity”).  The Bank is subject to certain capital-to-assets levels in accordance with federal regulations.  The Bank was considered “well capitalized” under all capital requirements set forth by the OTS as of June 30, 2011.  The following table summarizes the Bank’s actual capital with the regulatory capital requirements and with requirements to be “Well Capitalized” under prompt corrective action provisions, as of June 30, 2011:

               
Regulatory
 
Minimum to be
 
   
Actual
   
Minimum
   
Well Capitalized
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
Dollars in Thousands
 
                                     
Tier 1 (Core) capital ( to adjusted assets)
  $ 21,810       10.04 %   $ 8,694       4.00 %   $ 10,867       5.00 %
Total risk-based capital ( to risk-weighted assets)
  $ 23,459       16.53 %   $ 11,353       8.00 %   $ 14,191       10.00 %
Tier 1 risk-based capital ( to risk weighted assets)
  $ 21,810       15.37 %   $ 5,676       4.00 %   $ 8,514       6.00 %
Tangible Capital ( to tangible assets)
  $ 21,810       10.04 %   $ 3,260       1.50 %   $ 4,347       2.00 %

ITEM 3  -  QUALITATIVE AND QUANTITIATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4  -  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d–15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 (1) is recorded, processed, summarized and reported, within the time periods specified by the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s internal control over the financial reporting during the Company’s second quarter of fiscal year 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
32

 

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
FORM 10-Q
Quarter Ended June 30, 2011
PART II – OTHER INFORMATION

Item 1 -
Legal Proceedings:
 
There are no material legal proceedings to which the Company is a party or of which any of its property is subject. From time to time the Company is a party to various legal proceedings incident to its business.

Item 1A -
Risk Factors:
 
Not applicable to smaller reporting companies

Item 2 -
Unregistered Sales of Equity Securities and Use of Proceeds:
 
(a)
Not applicable
 
(b)
Not applicable
 
(c)
Not applicable

Item 3 -
Defaults upon Senior Securities:
 
Not applicable.

Item 4 -
(Removed and Reserved):

Item 5 -
Other Information:
 
(a)
Not applicable
 
(b)
There was no material change to the procedures by which security holders may recommend nominees to the Company’s Board of Directors during the period covered by the Form 10-Q.

Item 6 -
Exhibits:

 
Exhibit 31.1 Certification by Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 
Exhibit 31.2 Certification by Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 
Exhibit 32.1 Statement of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
Exhibit 32.2 Statement of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Exhibit 101.INS XBRL Instance Document
 
Exhibit 101.SCH  XBRL Taxonomy Extension Schema Document
 
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
 
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document
 
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
 
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 
33

 

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
FORM 10-Q
Quarter Ended June 30, 2011

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
   
 
By:   
/s/Michael W. Mahler
   
Michael W. Mahler
   
Chief Executive Officer
     
   
Date: August 10, 2011
     
 
By:   
/s/Amy E. Essex
   
Amy E. Essex, Chief Financial Officer
   
(Principal Financial and Accounting Officer)
     
   
Date:  August 10, 2011

 
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