Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Quarterly Period Ended June 30, 2011

 

OR

 

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                  

 

Commission File Number 0-25923

 

Eagle Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

52-2061461

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

7815 Woodmont Avenue, Bethesda, Maryland

 

20814

(Address of principal executive offices)

 

(Zip Code)

 

(301) 986-1800

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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 o

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller Reporting Company o

 

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

 

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

 

As of August 1, 2011, the registrant had 19,849,042 shares of Common Stock outstanding.

 

 

 



Table of Contents

 

EAGLE BANCORP, INC.

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010

 

 

 

Consolidated Statements of Operations for the Six and Three Month Periods Ended June 30, 2011 and 2010

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the Six Month Periods Ended June 30, 2011and 2010

 

 

 

Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2011 and 2010

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview

 

 

 

Results of Operations

 

 

 

Financial Condition

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

 

 

Item 4.

Removed and Reserved

 

 

 

 

 

 

Item 5.

Other Information

 

 

 

 

 

 

Item 6.

Exhibits

 

 

 

 

 

 

Signatures

 

 

 

2



Table of Contents

 

Item 1 — Financial Statements

 

EAGLE BANCORP, INC.

Consolidated Balance Sheets

June 30, 2011 and December 31, 2010

(dollars in thousands, except per share data)

 

 

 

June 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

33,950

 

$

12,414

 

Federal funds sold

 

42,955

 

34,048

 

Interest bearing deposits with banks and other short-term investments

 

10,202

 

11,652

 

Investment securities available for sale, at fair value

 

250,019

 

228,048

 

Federal Reserve and Federal Home Loan Bank stock

 

9,748

 

9,528

 

Loans held for sale

 

25,489

 

80,571

 

Loans

 

1,948,476

 

1,675,500

 

Less allowance for credit losses

 

(27,475

)

(24,754

)

Loans, net

 

1,921,001

 

1,650,746

 

Premises and equipment, net

 

10,395

 

9,367

 

Deferred income taxes

 

13,689

 

14,471

 

Bank owned life insurance

 

13,543

 

13,342

 

Intangible assets, net

 

4,070

 

4,188

 

Other real estate owned

 

3,434

 

6,701

 

Other assets

 

15,221

 

14,294

 

Total Assets

 

$

2,353,716

 

$

2,089,370

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing demand

 

$

436,880

 

$

400,291

 

Interest bearing transaction

 

67,458

 

61,771

 

Savings and money market

 

819,004

 

737,071

 

Time, $100,000 or more

 

380,766

 

344,747

 

Other time

 

236,726

 

182,918

 

Total deposits

 

1,940,834

 

1,726,798

 

Customer repurchase agreements

 

136,897

 

97,584

 

Long-term borrowings

 

49,300

 

49,300

 

Other liabilities

 

9,658

 

10,972

 

Total liabilities

 

2,136,689

 

1,884,654

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Preferred stock, par value $.01 per share; shares authorized 1,000,000, Series A, $1,000 per share liquidation preference, shares issued and outstanding 23,235 at each period, discount of $-0-, and $601 respectively, net

 

23,235

 

22,582

 

Common stock, par value $.01 per share; shares authorized 50,000,000, shares issued and outstanding 19,849,042, and 19,700,387 respectively

 

197

 

197

 

Warrant

 

946

 

946

 

Additional paid in capital

 

131,225

 

130,382

 

Retained earnings

 

58,209

 

48,551

 

Accumulated other comprehensive income

 

3,215

 

2,058

 

Total shareholders’ equity

 

217,027

 

204,716

 

Total Liabilities and Shareholders’ Equity

 

$

2,353,716

 

$

2,089,370

 

 

See notes to consolidated financial statements.

 

3



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Operations

For the Six and Three Month Periods Ended June 30, 2011 and 2010 (Unaudited)

(dollars in thousands, except per share data)

 

 

 

Six Months Ended

 

Three Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

51,894

 

$

42,340

 

$

27,279

 

$

21,878

 

Interest and dividends on investment securities

 

3,285

 

3,715

 

1,665

 

1,738

 

Interest on balances with other banks and short-term investments

 

36

 

59

 

17

 

26

 

Interest on federal funds sold

 

77

 

83

 

35

 

47

 

Total interest income

 

55,292

 

46,197

 

28,996

 

23,689

 

Interest Expense

 

 

 

 

 

 

 

 

 

Interest on deposits

 

8,508

 

8,855

 

4,397

 

4,317

 

Interest on customer repurchase agreements

 

321

 

378

 

171

 

195

 

Interest on short-term borrowings

 

 

27

 

 

9

 

Interest on long-term borrowings

 

1,063

 

1,097

 

534

 

551

 

Total interest expense

 

9,892

 

10,357

 

5,102

 

5,072

 

Net Interest Income

 

45,400

 

35,840

 

23,894

 

18,617

 

Provision for Credit Losses

 

5,331

 

3,790

 

3,215

 

2,101

 

Net Interest Income After Provision For Credit Losses

 

40,069

 

32,050

 

20,679

 

16,516

 

 

 

 

 

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

1,421

 

1,486

 

672

 

756

 

Gain on sale of loans

 

2,807

 

251

 

1,106

 

197

 

Gain on sale of investment securities

 

591

 

573

 

591

 

573

 

Increase in the cash surrender value of bank owned life insurance

 

201

 

217

 

100

 

107

 

Other income

 

1,106

 

705

 

724

 

377

 

Total noninterest income

 

6,126

 

3,232

 

3,193

 

2,010

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

15,072

 

11,644

 

7,761

 

5,969

 

Premises and equipment expenses

 

4,043

 

4,704

 

2,052

 

2,612

 

Marketing and advertising

 

981

 

528

 

747

 

281

 

Data processing

 

1,601

 

1,258

 

912

 

643

 

Legal, accounting and professional fees

 

2,139

 

1,526

 

1,003

 

952

 

FDIC insurance

 

1,343

 

1,335

 

600

 

701

 

Other expenses

 

4,067

 

3,605

 

1,858

 

1,979

 

Total noninterest expense

 

29,246

 

24,600

 

14,933

 

13,137

 

Income Before Income Tax Expense

 

16,949

 

10,682

 

8,939

 

5,389

 

Income Tax Expense

 

6,059

 

3,844

 

3,185

 

1,942

 

Net Income

 

10,890

 

6,838

 

5,754

 

3,447

 

Preferred Stock Dividends and Discount Accretion

 

1,203

 

644

 

883

 

324

 

Net Income Available to Common Shareholders

 

$

9,687

 

$

6,194

 

$

4,871

 

$

3,123

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.49

 

$

0.32

 

$

0.25

 

$

0.16

 

Diluted

 

$

0.48

 

$

0.31

 

$

0.24

 

$

0.16

 

 

See notes to consolidated financial statements.

 

4



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Changes in Shareholders’ Equity

For the Six Month Periods Ended June 30, 2011 and 2010 (Unaudited)

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

 

 

Preferred

 

Common

 

 

 

Additional Paid

 

Retained

 

Comprehensive

 

Shareholders’

 

 

 

Stock

 

Stock

 

Warrants

 

in Capital

 

Earnings

 

Income

 

Equity

 

Balance, January 1, 2011

 

$

22,582

 

$

197

 

$

946

 

$

130,382

 

$

48,551

 

$

2,058

 

$

204,716

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

10,890

 

 

 

10,890

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on securities available for sale (net of taxes)

 

 

 

 

 

 

 

 

 

 

 

1,895

 

1,895

 

Less: reclassification adjustment for gains net of taxes of $212 included in net income

 

 

 

 

 

 

 

 

 

 

 

(738

)

(738

)

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

12,047

 

Stock-based compensation

 

 

 

 

 

 

 

473

 

 

 

 

 

473

 

Exercise of options for 73,069 shares of common stock

 

 

 

 

 

 

 

308

 

 

 

 

 

308

 

Tax benefit on non-qualified options exercised

 

 

 

 

 

 

 

62

 

 

 

 

 

62

 

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

(579

)

 

 

(579

)

Discount accretion

 

653

 

 

 

 

 

 

 

(653

)

 

 

 

Balance, June 30, 2011

 

$

23,235

 

$

197

 

$

946

 

$

131,225

 

$

58,209

 

$

3,215

 

$

217,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2010

 

$

22,612

 

$

195

 

$

946

 

$

129,211

 

$

33,024

 

$

2,333

 

$

188,321

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

6,838

 

 

 

6,838

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on securities available for sale (net of taxes)

 

 

 

 

 

 

 

 

 

 

 

2,040

 

2,040

 

Less: reclassification adjustment for gains net of taxes of $206 included in net income

 

 

 

 

 

 

 

 

 

 

 

(367

)

(367

)

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

8,511

 

Stock-based compensation

 

 

 

 

 

 

 

302

 

 

 

 

 

302

 

Exercise of options for 53,039 shares of common stock

 

 

 

2

 

 

 

130

 

 

 

 

 

132

 

Tax benefit on non-qualified options exercised

 

 

 

 

 

 

 

74

 

 

 

 

 

74

 

Capital raise issuance cost

 

 

 

 

 

 

 

(16

)

 

 

 

 

(16

)

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

(581

)

 

 

(581

)

Discount accretion

 

(119

)

 

 

 

 

 

 

119

 

 

 

 

Balance, June 30, 2010

 

$

22,493

 

$

197

 

$

946

 

$

129,701

 

$

39,400

 

$

4,006

 

$

196,743

 

 

See notes to consolidated financial statements.

 

5



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Cash Flows

For the Six Month Periods Ended June 30, 2011 and 2010 (Unaudited)

(dollars in thousands, except per share data)

 

 

 

2011

 

2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

10,890

 

$

6,838

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Provision for credit losses

 

5,331

 

3,790

 

Depreciation and amortization

 

1,213

 

1,327

 

Gains on sale of loans

 

(2,807

)

(251

)

Origination of loans held for sale

 

(183,081

)

(41,222

)

Proceeds from sale of loans held for sale

 

240,970

 

18,532

 

Net increase in cash surrender value of BOLI

 

(201

)

(217

)

Decrease deferred income taxes

 

782

 

176

 

Net loss on sale of other real estate owned

 

39

 

245

 

Net gain on sale of investment securities

 

(591

)

(573

)

Stock-based compensation expense

 

473

 

302

 

Excess tax benefit from stock-based compensation

 

(62

)

(74

)

(Increase) decrease in other assets

 

(927

)

515

 

(Decrease) increase in other liabilities

 

(1,314

)

308

 

Net cash provided by (used in) operating activities

 

70,715

 

(10,304

)

Cash Flows From Investing Activities:

 

 

 

 

 

Decrease (increase) in interest bearing deposits with other banks and short term investments

 

1,450

 

(578

)

Purchases of available for sale investment securities

 

(124,856

)

(46,218

)

Proceeds from maturities of available for sale securities

 

37,408

 

28,725

 

Proceeds from sale/call of available for sale securities

 

67,225

 

16,176

 

Purchases of federal reserve and federal home loan bank stock

 

(883

)

 

Proceeds from repurchase of federal reserve and federal home loan bank stock

 

663

 

132

 

Net increase in loans

 

(277,642

)

(108,220

)

Proceeds from sale of other real estate owned

 

5,327

 

1,755

 

Bank premises and equipment acquired

 

(2,104

)

(669

)

Net cash used in investing activities

 

(293,412

)

(108,897

)

Cash Flows From Financing Activities:

 

 

 

 

 

Increase in deposits

 

214,036

 

117,717

 

Increase in customer repurchase agreements

 

39,313

 

15,314

 

Decrease in other short-term borrowings

 

 

(10,000

)

Payment of dividends on preferred stock

 

(579

)

(581

)

Proceeds from exercise of stock options

 

308

 

130

 

Excess tax benefit from stock-based compensation

 

62

 

74

 

Net cash provided by financing activities

 

253,140

 

122,654

 

Net Increase In Cash and Cash Equivalents

 

30,443

 

3,453

 

Cash and Cash Equivalents at Beginning of Period

 

46,462

 

110,203

 

Cash and Cash Equivalents at End of Period

 

$

76,905

 

$

113,656

 

Supplemental Cash Flows Information:

 

 

 

 

 

Interest paid

 

$

9,789

 

$

10,623

 

Income taxes paid

 

$

5,580

 

$

4,517

 

Non-Cash Investing Activities

 

 

 

 

 

Transfers from loans to other real estate owned

 

$

2,060

 

$

450

 

 

See notes to consolidated financial statements.

 

6


 


Table of Contents

 

EAGLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)

 

1. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Consolidated Financial Statements include the accounts of Eagle Bancorp, Inc. and its subsidiaries (the “Company”), EagleBank (the “Bank”), Eagle Commercial Ventures, LLC (“ECV”), Eagle Insurance Services, LLC, and Bethesda Leasing, LLC, with all significant intercompany transactions eliminated.

 

The consolidated financial statements of the Company included herein are unaudited.  The consolidated financial statements reflect all adjustments, consisting of normal recurring accruals that in the opinion of management, are necessary to present fairly the results for the periods presented. The amounts as of and for the year ended December 31, 2010 were derived from audited consolidated financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. There have been no significant changes to the Company’s Accounting Policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company believes that the disclosures are adequate to make the information presented not misleading. Certain reclassifications have been made to amounts previously reported to conform to the current period presentation.

 

These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Operating results for the six and three months ended June 30, 2011 are not necessarily indicative of the results of operations to be expected for the remainder of the year, or for any other period.

 

Nature of Operations

 

The Company, through the Bank, conducts a full service community banking business, primarily in Montgomery County, Maryland; Washington, D.C.; and Fairfax County, Virginia. The primary financial services offered by the Bank include real estate, commercial and consumer lending, as well as traditional deposit and repurchase agreement products. The Bank is also active in the origination and sale of residential mortgage loans and the origination of small business loans. The guaranteed portion of small business loans, guaranteed by the Small Business Administration (“SBA”), is typically sold to third party investors in a transaction apart from the loan’s origination. The Bank offers its products and services through thirteen banking offices and various electronic capabilities, including remote deposit services. Eagle Commercial Ventures, LLC (“ECV”), a direct subsidiary of the Company, provides subordinated financing for the acquisition, development and construction of real estate projects, where the primary financing is provided by the Bank or others.   These transactions involve higher levels of risk, together with commensurate higher returns. Refer to Higher Risk Lending — Revenue Recognition below.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes.  Actual results may differ from those estimates and such differences could be material to the financial statements.

 

Cash Flows

 

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, and federal funds sold (items with an original maturity of three months or less).

 

7



Table of Contents

 

Loans Held for Sale

 

The Company engages in sales of residential mortgage loans and the guaranteed portion of Small Business Administration loans originated by the Bank. Loans held for sale are carried at the lower of aggregate cost or fair value. Fair value is derived from secondary market quotations for similar instruments. Gains and losses on sales of these loans are recorded as a component of noninterest income in the Consolidated Statements of Operations.

 

The Company’s current practice is to sell residential mortgage loans on a servicing released basis, and, therefore, it has no intangible asset recorded for the value of such servicing as of June 30, 2011 and December 31, 2010. The sale of the guaranteed portion of SBA loans on a servicing retained basis gives rise to an Excess Servicing Asset, which is computed on a loan by loan basis and the unamortized amount of which is included in other assets. This Excess Servicing Asset is being amortized on a straight-line basis (with adjustment for prepayments) as an offset of servicing fees collected and is included in other noninterest income.

 

The Company enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e. rate lock commitments). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 15 to 60 days. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the Company commits to sell a loan at a premium at the time the borrower commits to an interest rate with the intent that the buyer has assumed the interest rate risk on the loan. As a result, the Company is not exposed to losses nor will it realize gains, related to its rate lock commitments due to changes in interest rates.

 

The market values of rate lock commitments and best efforts contracts are not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss should occur on the rate lock commitments.

 

Investment Securities

 

The Company has no securities classified as trading, nor are any investment securities classified as held to maturity. Marketable equity securities and debt securities not classified as held to maturity or trading are classified as available-for-sale. Securities available-for-sale are acquired as part of the Company’s asset/liability management strategy and may be sold in response to changes in interest rates, loan demand, changes in prepayment risk and other factors. Securities available-for-sale are carried at fair value, with unrealized gains or losses being reported as accumulated other comprehensive income, a separate component of shareholders’ equity, net of deferred tax. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income. Premiums and discounts on investment securities are amortized / accreted to the earlier of call or maturity based on expected lives, which lives are adjusted for securities based on prepayments and call optionality. Declines in the fair value of individual available-for-sale securities below their cost that are other-than-temporary in nature result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or a change in management’s intent and ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include (1) duration and magnitude of the decline in value, (2) the financial condition of the issuer or issuers and (3) structure of the security.

 

The entire amount of an impairment loss is recognized in earnings only when (1) the Company intends to sell the debt security, (2) it is more likely than not that the Company will have to sell the security before recovery of its amortized cost basis or (3) the Company does not expect to recover the entire amortized cost basis of the security. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in shareholders’ equity as comprehensive income, net of deferred taxes.

 

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Loans

 

Loans are stated at the principal amount outstanding, net of unamortized deferred costs and fees.  Interest income on loans is accrued at the contractual rate on the principal amount outstanding.  It is the Company’s policy to discontinue the accrual of interest when circumstances indicate that collection is doubtful.  Deferred fees and costs on loans originated through October 2005 are being amortized on straight-line method over the term of the loan. Deferred fees and costs on loans originated subsequent to October 2005 are being amortized on the interest method over the term of the loan.  The difference between the straight-line method and the interest method is considered immaterial.

 

Management considers loans impaired when, based on current information, it is probable that the Company will not collect all principal and interest payments according to contractual terms. Loans are evaluated for impairment in accordance with the Company’s portfolio monitoring and ongoing risk assessment proceduresManagement considers the financial condition of the borrower, cash flow of the borrower, payment status of the loan, and the value of the collateral, if any, securing the loan. Generally, impaired loans do not include large groups of smaller balance homogeneous loans such as residential real estate and consumer type loans which loans are evaluated collectively for impairment and are generally placed on nonaccrual when the loan becomes 90 days past due as to principal or interest. Loans specifically reviewed for impairment are not considered impaired during periods of “minimal delay” in payment (ninety days or less) provided eventual collection of all amounts due is expected.  The impairment of a loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or the fair value of the collateral if repayment is expected to be provided solely by the collateral.  In appropriate circumstances, interest income on impaired loans may be recognized on the cash basis.

 

Higher Risk Lending — Revenue Recognition

 

The Company has occasionally made higher risk acquisition, development, and construction (“ADC”) loans that entail higher risks than ADC loans made following normal underwriting practices (“higher risk loan transactions”). These higher risk loan transactions are currently made through the Company’s subsidiary, ECV. This activity is limited as to individual transaction amount and total exposure amounts based on capital levels and is carefully monitored. The loans are carried on the balance sheet at amounts outstanding and meet the loan classification requirements of the Accounting Standards Executive Committee (“AcSEC”) guidance reprinted from the CPA Letter, Special Supplement, dated February 10, 1986 (also referred to as Exhibit 1 to AcSEC Practice Bulletin No. 1). Additional interest earned on these higher risk loan transactions (as defined in the individual loan agreements) is recognized as realized under the provisions contained in AcSEC’s guidance reprinted from the CPA Letter, Special Supplement, dated February 10, 1986 (also referred to as Exhibit 1 to AcSEC Practice Bulletin No.1) and Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements). The additional interest is included as a component of noninterest income. ECV recorded no additional interest on higher risk transactions during 2011 and 2010 (although normal interest income was recorded) and had two higher risk lending transactions outstanding as of June 30, 2011, amounting to $1.3 million.

 

Allowance for Credit Losses

 

The allowance for credit losses represents an amount which, in management’s judgment, is adequate to absorb probable losses on existing loans and other extensions of credit that may become uncollectible.  The adequacy of the allowance for credit losses is determined through careful and continuous review and evaluation of the loan portfolio and involves the balancing of a number of factors to establish a prudent level of allowance.  Among the factors considered in evaluating the adequacy of the allowance for credit losses are lending risks associated with growth and entry into new markets, loss allocations for specific credits, the level of the allowance to nonperforming loans, historical loss experience, economic conditions, portfolio trends and credit concentrations, changes in the size and character of the loan portfolio, and management’s judgment with respect to current and expected economic conditions and their impact on the existing loan portfolio.  Allowances for impaired loans are generally determined based on collateral values. Loans or any portion thereof deemed uncollectible are charged against the allowance, while recoveries are credited to the allowance.  Management adjusts the level of the allowance through the provision for credit losses, which is recorded as a current period operating expense.  The allowance for credit losses consists of allocated and unallocated components.

 

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The components of the allowance for credit losses represent an estimation done pursuant to Accounting Standards Codification (“ASC”) Topic 450, “Contingencies,” or ASC Topic 310, “Receivables.” Specific allowances are established in cases where management has identified significant conditions or circumstances related to a specific credit that management believes indicate the probability that a loss may be incurred. For potential problem credits for which specific allowance amounts have not been determined, the Company establishes allowances according to the application of credit risk factors.  These factors are set by management and approved by the appropriate Board Committee to reflect its assessment of the relative level of risk inherent in each risk grade.  A third component of the allowance computation, termed a nonspecific or environmental factors allowance, is based upon management’s evaluation of various environmental conditions that are not directly measured in the determination of either the specific allowance or formula allowance.  Such conditions include general economic and business conditions affecting key lending areas, credit quality trends (including trends in delinquencies and nonperforming loans expected to result from existing conditions), loan volumes and concentrations, specific industry conditions within portfolio categories, recent loss experience in particular loan categories, duration of the current business cycle, bank regulatory examination results, findings of outside review consultants, and management’s judgment with respect to various other conditions including credit administration and management and the quality of risk identification systems. Executive management reviews these environmental conditions quarterly, and documents the rationale for all changes.

 

Management believes that the allowance for credit losses is adequate; however, determination of the allowance is inherently subjective and requires significant estimates. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions. Evaluation of the potential effects of these factors on estimated losses involves a high degree of uncertainty, including the strength and timing of economic cycles and concerns over the effects of a prolonged economic downturn in the current cycle. In addition, various regulatory agencies, as an integral part of their examination process, and independent consultants engaged by the Bank periodically review the Bank’s loan portfolio and allowance for credit losses. Such review may result in recognition of additions to the allowance based on their judgments of information available to them at the time of their examination.

 

Premises and Equipment

 

Premises and equipment are stated at cost less accumulated depreciation and amortization computed using the straight-line method for financial reporting purposes.  Premises and equipment are depreciated over the useful lives of the assets, which generally range from seven years for furniture, fixtures and equipment, to three to five years for computer software and hardware, to ten to forty years for buildings and building improvements.  Leasehold improvements are amortized over the terms of the respective leases, which may include renewal options where management has the positive intent to exercise such options, or the estimated useful lives of the improvements, whichever is shorter. The costs of major renewals and betterments are capitalized, while the costs of ordinary maintenance and repairs are expensed as incurred. These costs are included as a component of premises and equipment expenses on the Consolidated Statements of Operations.

 

Other Real Estate Owned (OREO)

 

Assets acquired through loan foreclosure are held for sale and are initially recorded at the lower of cost or fair value less estimated selling costs when acquired, establishing a new cost basis. The new basis is supported by recent appraisals. Costs after acquisition are generally expensed. If the fair value of the asset declines, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in economic conditions or review by regulatory examiners.

 

Goodwill and Other Intangible Assets

 

Goodwill and other intangible assets are subject to impairment testing at least annually, or when events or changes in circumstances indicate the assets might be impaired.  Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.  The Company’s testing of potential goodwill impairment (which is required annually) at December 31, 2010, resulted in no impairment being recorded.

 

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Customer Repurchase Agreements

 

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same securities.  Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets.  As a result, securities sold under agreements to repurchase are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities.  The agreements are entered into primarily as accommodations for large commercial deposit customers.  The obligation to repurchase the securities is reflected as a liability in the Company’s Consolidated Statement of Condition, while the securities underlying the securities sold under agreements to repurchase remain in the respective assets accounts and are delivered to and held as collateral by third party trustees.

 

Marketing and Advertising

 

Marketing and advertising costs are generally expensed as incurred.

 

Income Taxes

 

The Company employs the liability method of accounting for income taxes as required by ASC Topic 740, “Income Taxes.” Under the liability method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e., temporary timing differences) and are measured at the enacted rates that will be in effect when these differences reverse. The Company utilizes statutory requirements for its income tax accounting, and avoids risks associated with potentially problematic tax positions that may incur challenge upon audit, where an adverse outcome is more likely than not. Therefore, no provisions are made for either uncertain tax positions nor accompanying potential tax penalties and interest for underpayments of income taxes in the Company’s tax reserves. In accordance with ASC Topic 740, the Company may establish a reserve against deferred tax assets in those cases where realization is less than certain, although no such reserves exist at either December 31, 2010 or June 30, 2011.

 

Transfer of Financial Assets

 

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. In certain cases, the recourse to the Bank to repurchase assets may exist but is deemed immaterial based on the specific facts and circumstances.

 

Earnings per Common Share

 

Basic net income per common share is derived by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period measured.  Diluted earnings per common share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period measured including the potential dilutive effects of common stock equivalents.

 

Stock-Based Compensation

 

In accordance with ASC Topic 718, “Compensation,” the Company records as compensation expense an amount equal to the amortization (over the remaining service period) of the fair value (computed at the date of option grant) of any outstanding fixed stock option grants and restricted stock awards which vest subsequent to December 31, 2005. Compensation expense on variable stock option grants (i.e. performance based grants) is recorded based on the probability of achievement of the goals underlying the performance grant. Refer to Note 6 for a description of stock-based compensation awards, activity and expense.

 

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New Authoritative Accounting Guidance

 

In January 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” The provisions of ASU No. 2010-20, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses” required the disclosure of more granular information on the nature and extent of troubled debt restructurings and their effect on the allowance for loan and lease losses effective for the Company’s reporting period ended March 31, 2011. The amendments in ASU No. 2011-01 deferred the effective date related to these disclosures, enabling creditors to provide such disclosures after the FASB completed their project clarifying the guidance for determining what constitutes a troubled debt restructuring. As the provisions of ASU No. 2011-01 only defer the effective date of disclosure requirements related to troubled debt restructurings, the adoption had no impact on the Company’s statements of income and condition.

 

In April 2011, the FASB issued ASU No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” The provisions of ASU No. 2011-02 provide additional guidance related to determining whether a creditor has granted a concession, include factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant, prohibit creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower, and adds factors for creditors to use in determining whether a borrower is experiencing financial difficulties. A provision in ASU No. 2011-02 also ends the FASB’s deferral of the additional disclosures related to troubled debt restructurings as required by ASU No. 2010-20. The provisions of ASU No. 2011-02 are effective for the Company’s reporting period ending September 30, 2011. The adoption of ASU No. 2011-02 is not expected to have a material impact on the Company’s statements of income and condition.

 

In April 2011, the FASB issued ASU No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” ASU No. 2011-03 modifies the criteria for determining when repurchase agreements would be accounted for as a secured borrowing rather than as a sale. Currently, an entity that maintains effective control over transferred financial assets must account for the transfer as a secured borrowing rather than as a sale. The provisions of ASU No. 2011-03 removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee. The FASB believes that contractual rights and obligations determine effective control and that there does not need to be a requirement to assess the ability to exercise those rights. ASU No. 2011-03 does not change the other existing criteria used in the assessment of effective control. The provisions of ASU No. 2011-03 are effective prospectively for transactions, or modifications of existing transactions, that occur on or after January 1, 2012. As the Company accounts for all of its repurchase agreements as collateralized financing arrangements, the adoption of this ASU is not expected to have a material impact on the Company’s statements of income and condition.

 

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”). The changes to U.S. GAAP as a result of ASU No. 2011-04 are as follows: (1) The concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets (that is, it does not apply to financial assets or any liabilities); (2) U.S. GAAP currently prohibits application of a blockage factor in valuing financial instruments with quoted prices in active markets. ASU No. 2011-04 extends that prohibition to all fair value measurements; (3) An exception is provided to the basic fair value measurement principles for an entity that holds a group of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk that are managed on the basis of the entity’s net exposure to either of those risks. This exception allows the entity, if certain criteria are met, to measure the fair value of the net asset or liability position in a manner consistent with how market participants would price the net risk position; (4) Aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities; and (5) Disclosure requirements have been enhanced for recurring Level 3 fair value measurements to disclose quantitative information about unobservable inputs and assumptions used, to describe the valuation processes used by the entity, and to describe the sensitivity of fair value measurements to changes in unobservable inputs and interrelationships between those inputs. In addition, entities must report the level in the fair value hierarchy of items that are not measured at fair value in the statement of

 

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condition but whose fair value must be disclosed. The provisions of ASU No. 2011-04 are effective for the Company’s interim reporting period beginning on or after December 15, 2011. The adoption of ASU No. 2011-04 is not expected to have a material impact on the Company’s statements of income and condition.

 

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” The provisions of ASU No. 2011-05 allow an entity 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. The statement(s) are required to be presented with equal prominence as the other primary financial statements. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity but does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The provisions of ASU No. 2011-05 are effective for the Company’s interim reporting period beginning on or after December 15, 2011, with retrospective application required. The adoption of ASU No. 2011-05 is expected to result in presentation changes to the Company’s statements of income and the addition of a statement of comprehensive income. The adoption of ASU No. 2011-05 will have no impact on the Company’s statements of condition.

 

2.  Cash and Due from Banks

 

Regulation D of the Federal Reserve Act requires that banks maintain noninterest reserve balances with the Federal Reserve Bank based principally on the type and amount of their deposits. During 2011, the Bank maintained balances at the Federal Reserve (in addition to vault cash) to meet the reserve requirements as well as balances to partially compensate for services.  Late in 2008, the Federal Reserve in connection with the Emergency Economic Stabilization Act of 2008 began paying a nominal amount of interest on balances held, which interest on excess reserves was increased under provisions of the Dodd-Frank Bill passed in July 2010. Additionally, the Bank maintains interest bearing balances with the Federal Home Loan Bank of Atlanta and noninterest bearing balances with six domestic correspondents as compensation for services they provide to the Bank.

 

3. Investment Securities Available for Sale

 

Amortized cost and estimated fair value of securities available for sale are summarized as follows:

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

June 30, 2011

 

Cost

 

Gains

 

Losses

 

Value

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

102,989

 

$

1,470

 

$

63

 

$

104,396

 

Residential mortgage backed securities

 

91,839

 

2,773

 

95

 

94,517

 

Municipal bonds

 

49,387

 

1,470

 

124

 

50,733

 

Other equity investments

 

445

 

 

72

 

373

 

 

 

$

244,660

 

$

5,713

 

$

354

 

$

250,019

 

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

December 31, 2010

 

Cost

 

Gains

 

Losses

 

Value

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

67,288

 

$

1,253

 

$

143

 

$

68,398

 

Residential mortgage backed securities

 

107,425

 

2,903

 

419

 

109,909

 

Municipal bonds

 

49,459

 

658

 

749

 

49,368

 

Other equity investments

 

445

 

 

72

 

373

 

 

 

$

224,617

 

$

4,814

 

$

1,383

 

$

228,048

 

 

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Gross unrealized losses and fair value by length of time that the individual available for sale securities have been in a continuous unrealized loss position are as follows:

 

 

 

Less than

 

12 Months

 

 

 

 

 

12 Months

 

or Greater

 

Total

 

 

 

Estimated

 

 

 

Estimated

 

 

 

Estimated

 

 

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

June 30, 2011

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

29,179

 

$

63

 

$

 

$

 

$

29,179

 

$

63

 

Residential mortgage backed securities

 

8,054

 

95

 

 

 

8,054

 

95

 

Municipal bonds

 

9,522

 

124

 

 

 

9,522

 

124

 

Other equity investments

 

 

 

106

 

72

 

106

 

72

 

 

 

$

46,755

 

$

282

 

$

106

 

$

72

 

$

46,861

 

$

354

 

 

 

 

Less than

 

12 Months

 

 

 

 

 

12 Months

 

or Greater

 

Total

 

 

 

Estimated

 

 

 

Estimated

 

 

 

Estimated

 

 

 

 

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

December 31, 2010

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

7,122

 

$

143

 

$

 

$

 

$

7,122

 

$

143

 

Residential mortgage backed securities

 

31,605

 

419

 

 

 

31,605

 

419

 

Municipal bonds

 

21,874

 

749

 

 

 

21,874

 

749

 

Other equity investments

 

 

 

106

 

72

 

106

 

72

 

 

 

$

60,601

 

$

1,311

 

$

106

 

$

72

 

$

60,707

 

$

1,383

 

 

The unrealized losses that exist are generally the result of changes in market interest rates and interest spread relationships since original purchases. The weighted average duration of debt securities, which comprise 99.9% of total investment securities, is relatively short at 3.2 years. The gross unrealized loss on other equity investments represents common stock of one local banking company owned by the Company, and traded on a broker “bulletin board” exchange. The estimated fair value is determined by broker quoted prices. The unrealized loss is deemed a result of generally weak valuations for many smaller community bank stocks. The individual banking company is profitable and has a satisfactory capital position. If quoted prices are not available, fair value is measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. The Company does not believe that the investment securities that were in an unrealized loss position as of June 30, 2011 represent an other-than-temporary impairment for the reasons noted. The Company does not intend to sell the investments and it is more likely than not that the Company will not have to sell the securities before recovery of its amortized cost basis, which may be maturity. In addition, at June 30, 2011, the Company held $9.7 million in equity securities in a combination of Federal Reserve Bank (“FRB”) and Federal Home Loan Bank (“FHLB”) stocks which are required to be held for regulatory purposes and are not marketable.

 

The amortized cost and estimated fair value of investments available for sale by contractual maturity are shown in the table below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

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Table of Contents

 

 

 

June 30, 2011

 

December 31, 2010

 

 

 

Amortized

 

Estimated 

 

Amortized

 

Estimated

 

(dollars in thousands)

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

U. S. Government agency securities maturing:

 

 

 

 

 

 

 

 

 

One year or less

 

$

37,824

 

$

37,864

 

$

 

$

 

After one year through five years

 

60,316

 

61,639

 

60,175

 

61,398

 

After five years through ten years

 

4,849

 

4,893

 

7,113

 

7,000

 

Residential mortgage backed securities

 

91,839

 

94,517

 

107,425

 

109,909

 

Municipal bonds maturing:

 

 

 

 

 

 

 

 

 

Five years through ten years

 

11,389

 

11,777

 

7,250

 

7,356

 

After ten years

 

37,998

 

38,956

 

42,209

 

42,012

 

Other equity investments

 

445

 

373

 

445

 

373

 

 

 

$

244,660

 

$

250,019

 

$

224,617

 

$

228,048

 

 

The carrying value of securities pledged as collateral for certain government deposits, securities sold under agreements to repurchase, and certain lines of credit with correspondent banks at June 30, 2011 was $198.9 million. As of June 30, 2011 and December 31, 2010, there were no holdings of securities of any one issuer, other than the U.S. Government and U.S. Government agency securities that exceeded ten percent of shareholders’ equity.

 

4.  Loans and Allowance for Credit Losses

 

The Bank makes loans to customers primarily in the Washington, D.C. metropolitan statistical area and surrounding communities. A substantial portion of the Bank’s loan portfolio consists of loans to businesses secured by real estate and other business assets.

 

Loans, net of unamortized net deferred fees, at June 30, 2011 and December 31, 2010 are summarized by type as follows:

 

 

 

June 30, 2011

 

December 31, 2010

 

(dollars in thousands)

 

Amount

 

%

 

Amount

 

%

 

Commercial

 

$

482,680

 

25

%

$

411,744

 

26

%

Investment - commercial real estate

 

719,450

 

37

%

619,714

 

37

%

Owner occupied - commercial real estate

 

242,266

 

12

%

223,986

 

13

%

Real estate mortgage - residential

 

36,794

 

2

%

15,926

 

1

%

Construction - commercial and residential (1)

 

370,588

 

19

%

308,081

 

18

%

Home equity

 

90,827

 

5

%

89,936

 

5

%

Other consumer

 

5,871

 

 

6,113

 

 

Total loans

 

1,948,476

 

100

%

1,675,500

 

100

%

Less: Allowance for Credit Losses

 

(27,475

)

 

 

(24,754

)

 

 

Net loans

 

$

1,921,001

 

 

 

$

1,650,746

 

 

 

 


(1) Includes loans for land acquisition and development.

 

Unamortized net deferred fees amounted to $5.1 million and $4.1 million at June 30, 2011 and December 31, 2010.

 

As of June 30, 2011 and December 31, 2010, the Bank serviced $28.0 million and $28.1 million, respectively, of SBA loans participations which are not reflected as loan balances on the Consolidated Balance Sheets.

 

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Loan Origination / Risk Management

 

The Bank’s goal is to mitigate risks in the event of unforeseen threats to the loan portfolio as a result of economic downturn or other negative influences. Plans for mitigating inherent risks in managing loan assets include: carefully enforcing loan policies and procedures, evaluating each borrower’s business plan during the underwriting process and throughout the loan term, identifying and monitoring primary and alternative sources for loan repayment, and obtaining collateral to mitigate economic loss in the event of liquidation. Specific loan reserves are established based upon credit and/or collateral risks on an individual loan basis. A risk rating system is employed to proactively estimate loss exposure and provide a measuring system for setting general and specific reserve allocations.

 

The composition of the Bank’s loan portfolio is heavily weighted toward commercial real estate, both owner occupied and investment real estate. At June 30, 2011, real estate commercial, real estate residential and real estate construction combined represented approximately 70% of the loan portfolio. These loans are underwritten to mitigate lending risks typical of this type of loan such as declines in real estate values, changes in borrower cash flow and general economic conditions. The Bank typically requires a maximum loan to value of 80% or less and minimum cash flow debt service coverage of 1.15 to 1.0. Personal guarantees are generally required, but may be limited.  In making real estate commercial mortgage loans, the Bank generally requires that interest rates adjust not less frequently than five years.

 

The Bank is also an active traditional commercial lender providing loans for a variety of purposes, including cash flow, equipment and account receivable financing. This loan category represents approximately 25% of the loan portfolio at June 30, 2011 and is generally variable or adjustable rate. Commercial loans meet reasonable underwriting standards, including appropriate collateral, and cash flow necessary to support debt service. Personal guarantees are generally required, but may be limited. SBA loans represent 2% of the commercial loan category of loans. In originating SBA loans, the Company assumes the risk of non-payment on the uninsured portion of the credit. The Company generally sells the insured portion of the loan generating noninterest income from the gains on sale, as well as servicing income on the portion participated. SBA loans are subject to the same cash flow analyses as other commercial loans. SBA loans and the Section 7A lending program in particular, are subject to a maximum loan size established by the SBA.

 

Approximately 5% of the loan portfolio at June 30, 2011 consists of home equity loans and lines of credit and other consumer loans. These credits, while making up a smaller portion of the loan portfolio, demand the same emphasis on underwriting and credit evaluation as other types of loans advanced by the Bank.

 

From time to time the Company may make loans for its own portfolio or through its higher risk loan affiliate, ECV, which under its operating agreement conducts lending only to real estate projects, where the Company’s directors or lending officers have significant expertise. Such loans, which are made to finance projects (which may also be financed at the Bank level), may have higher risk characteristics than loans made by the Bank, such as lower priority interests and/or higher loan to value ratios. The Company seeks an overall financial return on these transactions commensurate with the risks and structure of each individual loan. Certain transactions bear current interest at a rate with a significant premium to normal market rates. Other loan transactions carry a standard rate of current interest, and may also earn additional interest based on a percentage of the profits of the underlying project or a fixed rate.

 

Loans are secured primarily by duly recorded first deeds of trust. In some cases, the Bank may accept a recorded junior trust position.  In general, borrowers will have a proven ability to build, lease, manage and/or sell a commercial or residential project and demonstrate satisfactory financial condition.  Additionally, an equity contribution toward the project is customarily required.

 

Construction loans require that the financial condition and experience of the general contractor and major subcontractors be satisfactory to the Bank.  Guaranteed, fixed price contracts are required whenever appropriate, along with payment and performance bonds or completion bonds for larger scale projects.

 

Loans intended for residential land acquisition, lot development and construction are made on the premise that the land: 1) is or will be developed for building sites for residential structures, and; 2) will ultimately be utilized for construction or improvement of residential zoned real properties, including the creation of housing.  Residential

 

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development and construction loans will finance projects such as single family subdivisions, planned unit developments, townhouses, and condominiums.  Residential land acquisition, development and construction loans generally are underwritten with a maximum term of 36 months, including extensions approved at origination.

 

Commercial land acquisition and construction loans are secured by real property where loan funds will be used to acquire land and to construct or improve appropriately zoned real property for the creation of income producing or owner user commercial properties.  Borrowers are generally required to put equity into each project at levels determined by the appropriate Loan Committee.  Commercial land acquisition and construction loans generally are underwritten with a maximum term of 24 months.

 

All construction draw requests must be presented in writing on American Institute of Architects documents and certified by the contractor, the borrower and the borrower’s architect.  Each draw request shall also include the borrower’s soft cost breakdown certified by the borrower or its Chief Financial Officer.  Prior to an advance, the Bank or its contractor inspects the project to determine that the work has been completed, to justify the draw requisition.

 

Commercial permanent loans are secured by improved real property which is generating income in the normal course of operation.  Debt service coverage, assuming stabilized occupancy, must be satisfactory to support a permanent loan.  The debt service coverage ratio is ordinarily at least 1.15:1.  As part of the underwriting process, debt service coverage ratios are stress tested assuming a 200 basis point increase in interest rates from their current levels.

 

Commercial permanent loans generally are underwritten with a term not greater than 10 years or the remaining useful life of the property, whichever is lower.  The preferred term is between 5 to 7 years, with amortization to a maximum of 25 years.

 

Personal guarantees are generally received from the principals, and only in instances where the loan-to-value is sufficiently low and the debt service is sufficiently high is consideration given to either limiting or not requiring personal recourse.

 

The Company’s loan portfolio includes loans made for real estate Acquisition, Development and Construction (“ADC”) purposes, including both investment and owner occupied projects. ADC loans amounted to $370.6 million at June 30, 2011.  ADC loans containing loan funded interest reserves represent approximately 21% of the outstanding ADC loan portfolio at June 30, 2011.  The decision to establish a loan-funded interest reserve is made upon origination of the ADC loan and is based upon a number of factors considered during underwriting of the credit including (i) the feasibility of the project; (ii) the experience of the sponsor; (iii) the creditworthiness of the borrower and guarantors; (iv) borrower’s equity contribution; and (v) the level of collateral protection.  When appropriate, an interest reserve provides an effective means of addressing the cash flow characteristics of a properly underwritten ADC loan.  The Company does not significantly utilize interest reserves in other loan products.  The Company recognizes that one of the risks inherent in the use of interest reserves is the potential masking of underlying problems with the project and/or the borrower’s ability to repay the loan.  In order to mitigate this inherent risk, the Company employs a series of reporting and monitoring mechanisms on all ADC loans, whether or not an interest reserve is provided, including (i) construction and development timelines which are monitored on an ongoing basis which track the progress of a given project to the timeline projected at origination; (ii) a construction loan administration department independent of lending function; (iii) third party independent construction loan inspection reports; (iv) monthly interest reserve monitoring reports detailing the balance of the interest reserves approved at origination and the days of interest carry represented by the reserve balances as compared to the then current anticipated time to completion and/or sale of speculative projects; and (v) quarterly commercial real estate construction meetings among senior Company management which includes monitoring of current and projected real estate market conditions. If a project has not performed as expected, it is not the customary practice of the Company to increase loan funded interest reserves.

 

The following table details activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2011.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

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Investment

 

Owner occupied

 

Real Estate

 

Construction

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

Commercial

 

Mortgage

 

Commercial and

 

Home

 

Other

 

 

 

(dollars in thousands) 

 

Commercial

 

Real Estate

 

Real Estate

 

Residential

 

Residential

 

Equity

 

Consumer

 

Total

 

Three Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

8,553

 

$

6,657

 

$

2,189

 

$

161

 

$

6,478

 

$

1,452

 

$

92

 

$

25,582

 

Loans charged-off

 

(1,114

)

(245

)

 

(94

)

 

 

(6

)

(1,459

)

Recoveries of loans previously charged-off

 

11

 

126

 

 

 

 

 

 

137

 

Net loan charged-off

 

(1,103

)

(119

)

 

(94

)

 

 

(6

)

(1,322

)

Provision for credit losses

 

1,600

 

765

 

(143

)

298

 

653

 

56

 

(14

)

3,215

 

Balance at end of period

 

$

9,050

 

$

7,303

 

$

2,046

 

$

365

 

$

7,131

 

$

1,508

 

$

72

 

$

27,475

 

Six Months Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

8,630

 

$

6,668

 

$

2,064

 

$

115

 

$

5,745

 

$

1,441

 

$

91

 

$

24,754

 

Loans charged-off

 

(1,800

)

(277

)

 

(94

)

(741

)

 

(6

)

(2,918

)

Recoveries of loans previously charged-off

 

14

 

126

 

 

 

167

 

1

 

 

308

 

Net loan charged-off

 

(1,786

)

(151

)

 

(94

)

(574

)

1

 

(6

)

(2,610

)

Provision for credit losses

 

2,206

 

786

 

(18

)

344

 

1,960

 

66

 

(13

)

5,331

 

Balance at end of period

 

$

9,050

 

$

7,303

 

$

2,046

 

$

365

 

$

7,131

 

$

1,508

 

$

72

 

$

27,475

 

 

 

 

 

 

Investment

 

Owner occupied

 

Real Estate

 

Construction

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

Commercial

 

Mortgage

 

Commercial and

 

Home

 

Other

 

 

 

(dollars in thousands) 

 

Commercial

 

Real Estate

 

Real Estate

 

Residential

 

Residential

 

Equity

 

Consumer

 

Total

 

For the Period Ended June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

2,051

 

$

817

 

$

65

 

$

 

$

1,045

 

$

220

 

$

4

 

$

4,202

 

Collectively evaluated for impairment

 

6,999

 

6,486

 

1,981

 

365

 

6,086

 

1,288

 

68

 

23,273

 

Total

 

$

9,050

 

$

7,303

 

$

2,046

 

$

365

 

$

7,131

 

$

1,508

 

$

72

 

$

27,475

 

Recorded investment in loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually evaluated for impairment

 

$

13,417

 

$

9,184

 

$

3,472

 

$

 

$

21,425

 

$

284

 

$

8

 

$

47,790

 

Collectively evaluated for impairment

 

469,263

 

710,266

 

238,794

 

36,794

 

349,163

 

90,543

 

5,863

 

1,900,686

 

Total

 

$

482,680

 

$

719,450

 

$

242,266

 

$

36,794

 

$

370,588

 

$

90,827

 

$

5,871

 

$

1,948,476

 

 

At June 30, 2011, the nonperforming loans acquired from Fidelity & Trust Financial Corporation (“Fidelity”) have a carrying value of $4.7 million and an unpaid principal balance of $14.2 million and were evaluated separately in accordance with ASC Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality.”  The various impaired loans were recorded at estimated fair value with any excess being charged-off or treated as a non-accretable discount. Subsequent downward adjustments to the valuation of impaired loans acquired will result in additional loan loss provisions and related allowance for credit losses. Subsequent upward adjustments to the valuation of impaired loans acquired will result in accretable discount. No adjustments have been made to the fair value amounts of impaired loans subsequent to the allowable period of adjustment from the date of acquisition.

 

Credit Quality Indicators

 

The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company’s primary credit quality indicators are to use an internal credit risk rating system that categorizes loans into pass, watch, special mention, or classified categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes which comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically loans to individuals in the classes which comprise the consumer portfolio segment.

 

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The following are the definitions of the Company’s credit quality indicators:

 

Pass:

 

Loans in all classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes that there is a low likelihood of loss related to those loans that are considered pass.

 

 

 

Watch:

 

Loan paying as agreed with generally acceptable asset quality; however Borrower’s performance has not met expectations. Balance sheet and/or income statement has shown deterioration to the point that the company could not sustain any further setbacks. Credit is expected to be strengthened through improved company performance and/or additional collateral within a reasonable period of time.

 

 

 

Special Mention:

 

Loans in the classes that comprise the commercial portfolio segment that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. The special mention credit quality indicator is not used for classes of loans that comprise the consumer portfolio segment. Management believes that there is a moderate likelihood of some loss related to those loans that are considered special mention.

 

 

 

Classified:

 

Classified (a) Substandard - Loans inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard.

 

 

 

 

 

Classified (b) Doubtful - Loans that have all the weaknesses inherent in a loan classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the assets, its classification as an estimated loss is deferred until its more exact status may be determined.

 

The Company’s credit quality indicators are periodically updated on a case-by-case basis. The following table presents by class and by credit quality indicator, the recorded investment in the Company’s loans and leases as of June 30, 2011.

 

 

 

 

 

 

 

 

 

 

 

Total

 

(dollars in thousands) 

 

Pass

 

Watch

 

Substandard

 

Doubtful

 

Loans

 

Commercial

 

$

439,692

 

$

29,571

 

$

12,567

 

$

850

 

$

482,680

 

Investment - commercial real estate

 

696,964

 

13,302

 

9,184

 

 

719,450

 

Owner occupied - commercial real estate

 

233,203

 

5,591

 

3,472

 

 

242,266

 

Real estate mortgage — residential

 

36,794

 

 

 

 

36,794

 

Construction - commercial and residential

 

335,897

 

13,266

 

21,425

 

 

370,588

 

Home equity

 

90,543

 

 

284

 

 

90,827

 

Other consumer

 

5,863

 

 

8

 

 

5,871

 

Total

 

$

1,838,956

 

$

61,730

 

$

46,940

 

$

850

 

$

1,948,476

 

 

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Table of Contents

 

Nonaccrual and Past Due Loans

 

 Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

The following presents by class of loan, information related to nonaccrual loans as of the periods ended June 30, 2011 and December 31, 2010.

 

(dollars in thousands)

 

June 30, 2011

 

December 31, 2010

 

 

 

 

 

 

 

Commercial

 

$

4,649

 

$

5,137

 

Investment - commercial real estate

 

4,520

 

5,038

 

Owner occupied - commercial real estate

 

295

 

 

Real estate mortgage - residential

 

1,047

 

760

 

Construction - commercial and residential

 

20,056

 

13,520

 

Home equity

 

645

 

297

 

Other consumer

 

9

 

535

 

Total nonperforming loans (1)(2)

 

$

31,221

 

$

25,287

 

 


(1)   Excludes TDRs returned to performing status totaling $3.1 million at June 30, 2011. These loans have demonstrated a period of a least six months of performance under the modified terms.

(2)   Gross interest income that would have been recorded in 2011 if nonaccrual loans shown above had been current and in accordance with their original terms was $961 thousand, no interest was recorded on such loans. See Note 1 to the Consolidated Financial Statements for a description of the Company’s policy for placing loans on nonaccrual status.

 

The following table presents by class, an aging analysis and the recorded investments in loans past due as of June 30, 2011and December 31, 2010.

 

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Loans

 

Loans

 

Loans

 

 

 

 

 

Total Recorded

 

 

 

30-59 Days

 

60-89 Days

 

90 Days or

 

Total Past

 

Current

 

Investment in

 

(dollars in thousands) 

 

Past Due

 

Past Due

 

More Past Due

 

Due Loans

 

Loans

 

Loans

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

4,748

 

$

614

 

$

4,649

 

$

10,011

 

$

472,669

 

$

482,680

 

Investment - commercial real estate

 

2,755

 

3,700

 

4,520

 

10,975

 

708,475

 

719,450

 

Owner occupied - commercial real estate

 

2,097

 

562

 

295

 

2,954

 

239,312

 

242,266

 

Real estate mortgage — residential

 

87

 

1,251

 

1,047

 

2,385

 

34,409

 

36,794

 

Construction - commercial and residential

 

1,000

 

8,243

 

20,056

 

29,299

 

341,289

 

370,588

 

Home equity

 

 

644

 

645

 

1,289

 

89,538

 

90,827

 

Other consumer

 

25

 

1

 

9

 

35

 

5,836

 

5,871

 

Total

 

$

10,712

 

$

15,015

 

$

31,221

 

$

56,948

 

$

1,891,528

 

$

1,948,476

 

 

 

 

Loans

 

Loans

 

Loans

 

 

 

 

 

Total Recorded

 

 

 

30-59 Days

 

60-89 Days

 

90 Days or

 

Total Past

 

Current

 

Investment in

 

(dollars in thousands) 

 

Past Due

 

Past Due

 

More Past Due

 

Due Loans

 

Loans

 

Loans

 

December 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

1,175

 

$

1,497

 

$

5,136

 

$

7,808

 

$

403,936

 

$

411,744

 

Investment - commercial real estate

 

3,758

 

2,096

 

5,039

 

10,893

 

608,821

 

619,714

 

Owner occupied - commercial real estate

 

368

 

3,177

 

 

3,545

 

220,441

 

223,986

 

Real estate mortgage — residential

 

107

 

 

760

 

867

 

15,059

 

15,926

 

Construction - commercial and residential

 

12,028

 

8,122

 

14,056

 

34,206

 

273,875

 

308,081

 

Home equity