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Eagle Bancorp 10-Q 2011

Documents found in this filing:

  1. 10-Q
  2. Ex-21
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2

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 September 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 November 2, 2011, the registrant had 19,912,147 shares of Common Stock outstanding.

 

 

 



Table of Contents

 

EAGLE BANCORP, INC.

 

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

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

 

 

Consolidated Statements of Operations for the Nine and Three Month Periods Ended September 30, 2011 and 2010

 

 

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

 

 

Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 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

September 30, 2011 and December 31, 2010

(dollars in thousands, except per share data)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

5,914

 

$

12,414

 

Federal funds sold

 

22,088

 

34,048

 

Interest bearing deposits with banks and other short-term investments

 

718,848

 

11,652

 

Investment securities available for sale, at fair value

 

292,257

 

228,048

 

Federal Reserve and Federal Home Loan Bank stock

 

9,430

 

9,528

 

Loans held for sale

 

107,907

 

80,571

 

Loans

 

2,029,645

 

1,675,500

 

Less allowance for credit losses

 

(28,599

)

(24,754

)

Loans, net

 

2,001,046

 

1,650,746

 

Premises and equipment, net

 

11,162

 

9,367

 

Deferred income taxes

 

14,091

 

14,471

 

Bank owned life insurance

 

13,643

 

13,342

 

Intangible assets, net

 

4,154

 

4,188

 

Other real estate owned

 

2,941

 

6,701

 

Other assets

 

16,265

 

14,294

 

Total Assets

 

$

3,219,746

 

$

2,089,370

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing demand

 

$

1,106,689

 

$

400,291

 

Interest bearing transaction

 

69,762

 

61,771

 

Savings and money market

 

986,585

 

737,071

 

Time, $100,000 or more

 

351,128

 

344,747

 

Other time

 

233,185

 

182,918

 

Total deposits

 

2,747,349

 

1,726,798

 

Customer repurchase agreements

 

147,671

 

97,584

 

Long-term borrowings

 

49,300

 

49,300

 

Other liabilities

 

16,964

 

10,972

 

Total liabilities

 

2,961,284

 

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 0 at September 30, 2011 and 23,235 at December 31, 2010, discount of $0 and $653 respectively, net

 

 

22,582

 

Preferred stock, par value $.01 per share, shares authorized 1,000,000, Series B, $1,000 per share liquidation preference, shares issued and outstanding 56,600 at September 30, 2011 and 0 at December 31, 2010

 

56,600

 

 

 

Common stock, par value $.01 per share; shares authorized 50,000,000, shares issued and outstanding 19,890,957, and 19,700,387, respectively

 

197

 

197

 

Warrant

 

946

 

946

 

Additional paid in capital

 

131,946

 

130,382

 

Retained earnings

 

64,389

 

48,551

 

Accumulated other comprehensive income

 

4,384

 

2,058

 

Total shareholders’ equity

 

258,462

 

204,716

 

Total Liabilities and Shareholders’ Equity

 

$

3,219,746

 

$

2,089,370

 

 

See notes to consolidated financial statements.

 

3



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Operations

For the Nine and Three Month Periods Ended September 30, 2011 and 2010 (Unaudited)

(dollars in thousands, except per share data)

 

 

 

Nine Months Ended

 

Three Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

81,013

 

$

64,995

 

$

29,119

 

$

22,655

 

Interest and dividends on investment securities

 

4,754

 

5,412

 

1,469

 

1,697

 

Interest on balances with other banks and short-term investments

 

172

 

83

 

136

 

24

 

Interest on federal funds sold

 

94

 

128

 

17

 

45

 

Total interest income

 

86,033

 

70,618

 

30,741

 

24,421

 

Interest Expense

 

 

 

 

 

 

 

 

 

Interest on deposits

 

13,121

 

12,860

 

4,613

 

4,005

 

Interest on customer repurchase agreements

 

533

 

545

 

212

 

167

 

Interest on short-term borrowings

 

 

27

 

 

 

Interest on long-term borrowings

 

1,603

 

1,647

 

540

 

550

 

Total interest expense

 

15,257

 

15,079

 

5,365

 

4,722

 

Net Interest Income

 

70,776

 

55,539

 

25,376

 

19,699

 

Provision for Credit Losses

 

8,218

 

5,752

 

2,887

 

1,962

 

Net Interest Income After Provision For Credit Losses

 

62,558

 

49,787

 

22,489

 

17,737

 

 

 

 

 

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

2,301

 

2,300

 

880

 

814

 

Gain on sale of loans

 

3,872

 

990

 

1,065

 

739

 

Gain on sale of investment securities

 

1,445

 

833

 

854

 

260

 

Increase in the cash surrender value of bank owned life insurance

 

301

 

325

 

100

 

108

 

Other income

 

1,718

 

1,117

 

612

 

412

 

Total noninterest income

 

9,637

 

5,565

 

3,511

 

2,333

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

24,335

 

18,193

 

9,263

 

6,549

 

Premises and equipment expenses

 

5,982

 

6,725

 

1,939

 

2,021

 

Marketing and advertising

 

1,215

 

919

 

234

 

391

 

Data processing

 

2,477

 

1,955

 

876

 

697

 

Legal, accounting and professional fees

 

2,870

 

2,181

 

731

 

655

 

FDIC insurance

 

1,628

 

2,027

 

285

 

692

 

Other expenses

 

6,462

 

5,529

 

2,395

 

1,924

 

Total noninterest expense

 

44,969

 

37,529

 

15,723

 

12,929

 

Income Before Income Tax Expense

 

27,226

 

17,823

 

10,277

 

7,141

 

Income Tax Expense

 

9,842

 

6,219

 

3,783

 

2,375

 

Net Income

 

17,384

 

11,604

 

6,494

 

4,766

 

Preferred Stock Dividends and Discount Accretion

 

1,369

 

971

 

166

 

327

 

Net Income Available to Common Shareholders

 

$

16,015

 

$

10,633

 

$

6,328

 

$

4,439

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.81

 

$

0.54

 

$

0.32

 

$

0.22

 

Diluted

 

$

0.79

 

$

0.53

 

$

0.31

 

$

0.22

 

 

See notes to consolidated financial statements.

 

4



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Changes in Shareholders’ Equity

For the Nine Month Periods Ended September 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

 

 

 

 

 

 

 

 

 

17,384

 

 

 

17,384

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

3,193

 

3,193

 

Less: reclassification adjustment for gains net of taxes of $578 included in net income

 

 

 

 

 

 

 

 

 

 

 

(867

)

(867

)

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

19,710

 

Stock-based compensation

 

 

 

 

 

 

 

818

 

 

 

 

 

818

 

Exercise of options for 114,624 shares of common stock

 

 

 

 

 

 

 

678

 

 

 

 

 

678

 

Tax benefit on non-qualified options exercised

 

 

 

 

 

 

 

68

 

 

 

 

 

68

 

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of Series B Preferred Stock

 

56,600

 

 

 

 

 

 

 

 

 

 

 

56,600

 

Redemption of Series A Preferred Stock (23,235 shares)

 

(23,235

)

 

 

 

 

 

 

 

 

 

 

(23,235

)

Preferred stock dividends

 

 

 

 

 

 

 

 

 

(893

)

 

 

(893

)

Discount accretion

 

653

 

 

 

 

 

 

 

(653

)

 

 

 

Balance, September 30, 2011

 

$

56,600

 

$

197

 

$

946

 

$

131,946

 

$

64,389

 

$

4,384

 

$

258,462

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2010

 

$

22,612

 

$

195

 

$

946

 

$

129,211

 

$

33,024

 

$

2,333

 

$

188,321

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

 

 

 

 

11,604

 

 

 

11,604

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

2,997

 

2,997

 

Less: reclassification adjustment for gains net of taxes of $333 included in net income

 

 

 

 

 

 

 

 

 

 

 

(500

)

(500

)

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

14,101

 

Stock-based compensation

 

 

 

 

 

 

 

447

 

 

 

 

 

447

 

Exercise of options for 53,039 shares of common stock

 

 

 

2

 

 

 

229

 

 

 

 

 

231

 

Tax benefit on non-qualified options exercised

 

 

 

 

 

 

 

124

 

 

 

 

 

124

 

Capital raise issuance cost

 

 

 

 

 

 

 

(53

)

 

 

 

 

(53

)

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock dividends

 

 

 

 

 

 

 

 

 

(870

)

 

 

(870

)

Discount accretion

 

(75

)

 

 

 

 

 

 

75

 

 

 

 

Balance, September 30, 2010

 

$

22,537

 

$

197

 

$

946

 

$

129,958

 

$

43,833

 

$

4,830

 

$

202,301

 

 

See notes to consolidated financial statements.

 

5



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Cash Flows

For the Nine Month Periods Ended September 30, 2011 and 2010 (Unaudited)

(dollars in thousands, except per share data)

 

 

 

2011

 

2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

17,384

 

$

11,604

 

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

 

 

 

 

 

Provision for credit losses

 

8,218

 

5,752

 

Depreciation and amortization

 

1,855

 

2,105

 

Gains on sale of loans

 

(3,872

)

(990

)

Origination of loans held for sale

 

(432,485

)

(212,790

)

Proceeds from sale of loans held for sale

 

409,021

 

144,441

 

Net increase in cash surrender value of BOLI

 

(301

)

(325

)

Decrease in deferred income taxes

 

380

 

105

 

Net loss on sale of other real estate owned

 

299

 

256

 

Net gain on sale of investment securities

 

(1,445

)

(833

)

Stock-based compensation expense

 

818

 

447

 

Excess tax benefit from stock-based compensation

 

(68

)

(124

)

(Increase) decrease in other assets

 

(1,971

)

4,999

 

Increase in other liabilities

 

5,992

 

2,488

 

Net cash provided by (used in) operating activities

 

3,825

 

(42,865

)

Cash Flows From Investing Activities:

 

 

 

 

 

Increase in interest bearing deposits with other banks and short term investments

 

(87,196

)

(93

)

Purchases of available for sale investment securities

 

(233,491

)

(106,219

)

Proceeds from maturities of available for sale securities

 

87,130

 

46,339

 

Proceeds from sale/call of available for sale securities

 

85,923

 

37,038

 

Purchases of federal reserve and federal home loan bank stock

 

(891

)

(4

)

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

 

989

 

647

 

Net increase in loans

 

(361,479

)

(137,356

)

Proceeds from sale of other real estate owned

 

5,660

 

1,859

 

Bank premises and equipment acquired

 

(3,439

)

(1,371

)

Net cash used in investing activities

 

(506,794

)

(159,160

)

Cash Flows From Financing Activities:

 

 

 

 

 

Increase in deposits

 

1,020,551

 

185,817

 

Increase in customer repurchase agreements

 

50,087

 

8,357

 

Decrease in other short-term borrowings

 

 

(10,000

)

Issuance of Series B Preferred Stock

 

56,600

 

 

Redemption of Series A Preferred Stock

 

(22,582

)

 

Payment of dividends on preferred stock

 

(893

)

(870

)

Proceeds from exercise of stock options

 

678

 

229

 

Excess tax benefit from stock-based compensation

 

68

 

124

 

Net cash provided by financing activities

 

1,104,509

 

183,657

 

Net Increase (Decrease) In Cash and Cash Equivalents

 

601,540

 

(18,368

)

Cash and Cash Equivalents at Beginning of Period

 

46,462

 

110,203

 

Cash and Cash Equivalents at End of Period

 

$

648,002

 

$

91,835

 

Supplemental Cash Flows Information:

 

 

 

 

 

Interest paid

 

$

15,548

 

$

15,754

 

Income taxes paid

 

$

10,330

 

$

6,469

 

Non-Cash Investing Activities

 

 

 

 

 

Transfers from loans to other real estate owned

 

$

2,060

 

$

1,590

 

Transfers from other real estate owned to loans

 

$

3,124

 

$

 

 

See notes to consolidated financial statements.

 

6



Table of Contents

 

EAGLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 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 nine and three months ended September 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 Arlington and Fairfax Counties in 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 fifteen banking offices and various electronic capabilities, including remote deposit services. Eagle Commercial Ventures, LLC, 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, federal funds sold, and interest bearing deposits with other banks which have 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 September 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 with the unamortized amount being included in Other assets in the Statement of Financial Condition. This Excess Servicing Asset is being amortized on a straight-line basis (with adjustment for prepayments) as an offset to servicing fees collected and is included in other noninterest income in the Consolidated Statement of Operations.

 

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 on loans sold nor will it realize gains, related to 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, current market conditions, 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 income tax. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income in the Consolidated Statements of Operations.

 

Premiums and discounts on investment securities are amortized/accreted to the earlier of call or maturity based on expected lives, which lives are adjusted based on prepayment assumptions 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, or (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

 

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recognized in earnings, with the remaining portion being recognized in shareholders’ equity as comprehensive income, net of deferred taxes.

 

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 procedures.  Management 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 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). ECV had three funding commitments at September 30, 2011, as compared to one commitment at December 31, 2010.  At September 30, 2011 two of the commitments had outstanding transactions amounting to $2.4 million as compared to one outstanding transaction at December 31, 2010 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

 

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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.

 

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 five to seven years for furniture, fixtures and equipment, to three to five years for computer software and hardware, and 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.

 

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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.

 

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 September 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.

 

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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.

 

New Authoritative Accounting Guidance

 

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. The provisions of ASU No. 2011-02 were effective for the Company’s reporting period ending September 30, 2011. The adoption of ASU No. 2011-02 did not expected to have a material impact on the Company’s balance sheet and statement of operations.

 

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 balance sheet and statement of operations.

 

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 condition but whose fair value must be disclosed. The provisions of ASU No. 2011-04 are effective for the

 

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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 balance sheet and statement of operations.

 

In September 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 balance sheet.

 

In September 2011, the FASB issued ASU No. 2011-08, “Testing Goodwill for Impairment.” The provisions of ASU No. 2011-08 permits an entity an option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further impairment testing is required. ASU No. 2011-08 includes examples of events and circumstances that may indicate that a reporting unit’s fair value is less than its carrying amount. The provisions of ASU No. 2011-08 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted provided that the entity has not yet performed its annual impairment test for goodwill. The Company performs its annual impairment test for goodwill in the fourth quarter of each year. The adoption of ASU No. 2011-08 is not expected to have a material impact on the Company’s balance sheet and statement of operations.

 

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 Wall Street Reform and Consumer Protection Act passed in July 2010.

 

In September 2011, the Bank received a substantial noninterest bearing escrow deposit, which was deemed to be short term in nature. Those funds, amounting to $620 million at September 30, 2011 are held at the Federal Reserve Bank in excess reserves earning 0.25%. These invested funds are classified as “Interest bearing deposits with banks and other short-term investments” on the balance sheet.

 

Additionally, the Bank maintains interest bearing balances with the Federal Home Loan Bank of Atlanta and noninterest bearing balances with six domestic correspondent banks 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:

 

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Gross

 

Gross

 

Estimated

 

September 30, 2011

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

102,563

 

$

1,511

 

$

305

 

$

103,769

 

Residential mortgage backed securities

 

133,467

 

3,231

 

159

 

136,539

 

Municipal bonds

 

48,516

 

3,127

 

11

 

51,632

 

Other equity investments

 

404

 

 

87

 

317

 

 

 

$

284,950

 

$

7,869

 

$

562

 

$

292,257

 

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

December 31, 2010

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

 

 

 

 

 

 

 

 

 

 

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

 

 

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

 

 

 

September 30, 2011

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

(dollars in thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

45,522

 

$

305

 

$

 

$

 

$

45,522

 

$

305

 

Residential mortgage backed securities

 

31,268

 

159

 

 

 

31,268

 

159

 

Municipal bonds

 

1,156

 

11

 

 

 

1,156

 

11

 

Other equity investments

 

 

 

91

 

87

 

91

 

87

 

 

 

$

77,946

 

$

475

 

$

91

 

$

87

 

$

78,037

 

$

562

 

 

 

 

Less than

 

12 Months

 

 

 

 

 

 

 

12 Months

 

or Greater

 

Total

 

 

 

Estimated

 

 

 

Estimated

 

 

 

Estimated

 

 

 

December 31, 2010

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

Unrealized

 

(dollars in thousands)

 

Value

 

Losses

 

Value

 

Losses

 

Value

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 3.4 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

 

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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 September 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 September 30, 2011, the Company held $9.4 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.

 

 

 

September 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

 

$

11,840

 

$

11,949

 

$

 

$

 

After one year through five years

 

87,867

 

88,744

 

60,175

 

61,398

 

After five years through ten years

 

2,856

 

3,076

 

7,113

 

7,000

 

Residential mortgage backed securities

 

133,467

 

136,539

 

107,425

 

109,909

 

Municipal bonds maturing:

 

 

 

 

 

 

 

 

 

Five years through ten years

 

13,026

 

13,811

 

7,250

 

7,356

 

After ten years

 

35,490

 

37,821

 

42,209

 

42,012

 

Other equity investments

 

404

 

317

 

445

 

373

 

 

 

$

284,950

 

$

292,257

 

$

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 September 30, 2011 was $240.3 million. As of September 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 September 30, 2011 and December 31, 2010 are summarized by type as follows:

 

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September 30, 2011

 

December 31, 2010

 

(dollars in thousands)

 

Amount

 

%

 

Amount

 

%

 

Commercial

 

$

470,103

 

23

%

$

411,744

 

26

%

Investment - commercial real estate (1)

 

772,728

 

38

%

619,714

 

37

%

Owner occupied - commercial real estate

 

245,497

 

12

%

223,986

 

13

%

Real estate mortgage - residential

 

37,662

 

2

%

15,926

 

1

%

Construction - commercial and residential (1)

 

405,429

 

20

%

308,081

 

18

%

Home equity

 

94,008

 

5

%

89,936

 

5

%

Other consumer

 

4,218

 

 

6,113

 

 

Total loans

 

2,029,645

 

100

%

1,675,500

 

100

%

Less: Allowance for Credit Losses

 

(28,599

)

 

 

(24,754

)

 

 

Net loans

 

$

2,001,046

 

 

 

$

1,650,746

 

 

 

 


(1) Includes loans for land acquisition and development.

 

Unamortized net deferred fees amounted to $5.4 million and $4.1 million at September 30, 2011 and December 31, 2010.

 

As of September 30, 2011 and December 31, 2010, the Bank serviced $28.2 million and $28.1 million, respectively, of SBA loans participations which are not reflected as loan balances on the Consolidated Balance Sheets.

 

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 September 30, 2011, real estate commercial, real estate residential and real estate construction combined represented approximately 72% 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 23% of the loan portfolio at September 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.

 

16



Table of Contents

 

Approximately 5% of the loan portfolio at September 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 may have higher risk characteristics than loans made by the Bank, such as lower priority interests and/or higher loan to value ratios. If the Bank provides the first lien financing on the project, the Company may, on a consolidated basis, be providing 100% financing of the project. 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 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.

 

17



Table of Contents

 

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 $405.4 million at September 30, 2011.  ADC loans containing loan funded interest reserves represent approximately 27% of the outstanding ADC loan portfolio at September 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 nine months ended September 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.

 

 

 

 

 

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 September 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

9,050

 

$

7,303

 

$

2,046

 

$

365

 

$

7,131

 

$

1,508

 

$

72

 

$

27,475

 

Loans charged-off

 

(1,273

)

 

 

(1

)

(216

)

(209

)

(81

)

(1,780

)

Recoveries of loans previously charged-off

 

9

 

 

 

3

 

3

 

1

 

1

 

17

 

Net loan charged-off

 

(1,264

)

 

 

2

 

(213

)

(208

)

(80

)

(1,763

)

Provision for credit losses

 

1,057

 

357

 

(49

)

(367

)

1,510

 

301

 

78

 

2,887

 

Balance at end of period

 

$

8,843

 

$

7,660

 

$

1,997

 

$

 

$

8,428

 

$

1,601

 

$

70

 

$

28,599

 

Nine Months Ended September 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

 

(3,073

)

(277

)

 

(95

)

(957

)

(209

)

(87

)

(4,698

)

Recoveries of loans previously charged-off

 

23

 

126

 

 

3

 

170

 

2

 

1

 

325

 

Net loan charged-off

 

(3,050

)

(151

)

 

(92

)

(787

)

(207

)

(86

)

(4,373

)

Provision for credit losses

 

3,263

 

1,143

 

(67

)

(23

)

3,470

 

367

 

65

 

8,218

 

Balance at end of period

 

$

8,843

 

$

7,660

 

$

1,997

 

$

 

$

8,428

 

$

1,601

 

$

70

 

$

28,599

 

 

18



Table of Contents

 

 

 

 

 

Investment

 

Owner occupied

 

Real Estate

 

Construction

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

Commercial

 

Mortgage

 

Commercial and

 

Home

 

Other

 

 

 

(dollars in thousands)

 

Commercial

 

Real Estate

 

Real Estate

 

Residential

 

Residential