egbn20160331_10q.htm Table Of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 March 31, 2016

 

OR

 

(   )  

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.) 

 

7830 Old Georgetown Road, Third Floor, Bethesda, Maryland 

20814  

 (Address of principal executive offices)  

(Zip Code) 

(301) 986-1800

(Registrant's telephone number, including area code)

(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 ☒No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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☒ No ☐

 

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

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐ 

Smaller Reporting Company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

Yes ☐     No ☒

 

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

 

As of April 30, 2016, the registrant had 33,591,710 shares of Common Stock outstanding.

 

 
1

Table Of Contents
 

 

EAGLE BANCORP, INC.

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

   
       

Item 1.

Financial Statements (Unaudited) 

3  
 

Consolidated Balance Sheets

3  
 

Consolidated Statements of Operations

4  
  Consolidated Statements of Comprehensive Income 5  
 

Consolidated Statements of Changes in Shareholders’ Equity

6  
 

Consolidated Statements of Cash Flows

7  
 

Notes to Consolidated Financial Statements

8  
       

Item 2.

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

42  
       

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

65  
       

Item 4.

Controls and Procedures

65  
       

PART II.

OTHER INFORMATION

   
       

Item 1.

Legal Proceedings

66  
       

Item 1A.

Risk Factors

  66  
       

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  66  
       

Item 3.

Defaults Upon Senior Securities

  66  
       

Item 4.

Mine Safety Disclosures

  66  
       

Item 5.

Other Information

  66  
       

Item 6.

Exhibits

  66  
       

Signatures

    69  

 

 
2

Table Of Contents
 

  

Item 1 – Financial Statements (Unaudited)


 

EAGLE BANCORP, INC.

Consolidated Balance Sheets (Unaudited)

(dollars in thousands, except per share data)

 

   

March 31, 2016

   

December 31, 2015

   

March 31, 2015

 
Assets                        

Cash and due from banks

  $ 11,856     $ 10,270     $ 9,615  

Federal funds sold

    14,905       3,791       2,700  

Interest bearing deposits with banks and other short-term investments

    175,136       284,302       403,346  

Investment securities available-for-sale, at fair value

    487,609       487,869       333,531  

Federal Reserve and Federal Home Loan Bank stock

    17,696       16,903       16,793  

Loans held for sale

    45,679       47,492       62,758  

Loans

    5,155,871       4,998,368       4,444,893  

Less allowance for credit losses

    (54,608 )     (52,687 )     (47,779 )

Loans, net

    5,101,263       4,945,681       4,397,114  

Premises and equipment, net

    17,939       18,254       18,185  

Deferred income taxes

    41,136       40,311       32,089  

Bank owned life insurance

    58,974       58,682       56,983  

Intangible assets, net

    108,268       108,542       109,617  

Other real estate owned

    3,846       5,852       12,338  

Other assets

    46,915       47,628       44,106  

Total Assets

  $ 6,131,222     $ 6,075,577     $ 5,499,175  
                         

Liabilities and Shareholders' Equity

                       

Liabilities

                       

Deposits:

                       

Noninterest bearing demand

  $ 1,474,102     $ 1,405,067     $ 1,196,165  

Interest bearing transaction

    219,646       178,797       178,291  

Savings and money market

    2,704,249       2,835,325       2,405,435  

Time, $100,000 or more

    409,698       406,570       412,691  

Other time

    381,951       332,685       391,783  

Total deposits

    5,189,646       5,158,444       4,584,365  

Customer repurchase agreements

    66,963       72,356       58,589  

Long-term borrowings

    68,958       68,928       78,135  

Other liabilities

    43,159       37,248       36,556  

Total Liabilities

    5,368,726       5,336,976       4,757,645  
                         
Shareholders' Equity                        

Preferred stock, par value $.01 per share, shares authorized 1,000,000, Series B, $1,000 per share liquidation preference, shares issued and outstanding 0 at March 31, 2016 and December 31, 2015, and 56,600 at March 31, 2015; Series C, $1,000 per share liquidation preference, shares issued and outstanding 0 at March 31, 2016, and December 31, 2015, and 15,300 at March 31, 2015

    -       -       71,900  

Common stock, par value $.01 per share; shares authorized 100,000,000, shares issued and outstanding 33,581,599, 33,467,893 and 33,303,467 respectively

    333       331       329  

Warrant

    946       946       946  

Additional paid in capital

    505,338       503,529       495,784  

Retained earnings

    256,926       233,604       169,291  

Accumulated other comprehensive income

    (1,047 )     191       3,280  

Total Shareholders' Equity

    762,496       738,601       741,530  

Total Liabilities and Shareholders' Equity

  $ 6,131,222     $ 6,075,577     $ 5,499,175  

 

See notes to consolidated financial statements.

 

 
3

Table Of Contents
 

 

EAGLE BANCORP, INC.

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share data)

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 

Interest Income

               

Interest and fees on loans

  $ 64,922     $ 57,179  

Interest and dividends on investment securities

    2,588       2,139  

Interest on balances with other banks and short-term investments

    284       138  

Interest on federal funds sold

    13       9  

Total interest income

    67,807       59,465  

Interest Expense

               

Interest on deposits

    4,143       3,242  

Interest on customer repurchase agreements

    37       27  

Interest on short-term borrowings

    -       54  

Interest on long-term borrowings

    1,037       1,411  

Total interest expense

    5,217       4,734  

Net Interest Income

    62,590       54,731  

Provision for Credit Losses

    3,043       3,310  

Net Interest Income After Provision For Credit Losses

    59,547       51,421  
                 

Noninterest Income

               

Service charges on deposits

    1,448       1,333  

Gain on sale of loans

    1,463       3,587  

Gain on sale of investment securities

    624       2,164  

Loss on early extinguishment of debt

    -       (1,130 )

Increase in the cash surrender value of bank owned life insurance

    390       390  

Other income

    2,365       1,460  

Total noninterest income

    6,290       7,804  

Noninterest Expense

               

Salaries and employee benefits

    16,119       15,706  

Premises and equipment expenses

    3,826       4,010  

Marketing and advertising

    774       685  

Data processing

    2,014       1,784  

Legal, accounting and professional fees

    1,063       982  

FDIC insurance

    809       771  

Merger expenses

    -       111  

Other expenses

    3,497       4,024  

Total noninterest expense

    28,102       28,073  

Income Before Income Tax Expense

    37,735       31,152  

Income Tax Expense

    14,413       11,734  

Net Income

    23,322       19,418  

Preferred Stock Dividends

    -       180  

Net Income Available to Common Shareholders

  $ 23,322     $ 19,238  
                 

Earnings Per Common Share

               

Basic

  $ 0.70     $ 0.62  

Diluted

  $ 0.68     $ 0.61  

 

See notes to consolidated financial statements.

 

 
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EAGLE BANCORP, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(dollars in thousands)

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 
                 

Net Income

  $ 23,322     $ 19,418  
                 

Other comprehensive (loss) income, net of tax:

               

Unrealized gain on securities available for sale

    3,578       1,931  

Unrealized loss on derivatives

    (4,442 )     -  

Reclassification adjustment for net gains included in net income

    (374 )     (1,298 )

Net change other comprehensive (loss) income

    (1,238 )     633  

Comprehensive Income

  $ 22,084     $ 20,051  

 

See notes to consolidated financial statements.

 

 
5

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EAGLE BANCORP, INC.

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(dollars in thousands except share data)

 

   

Preferred

   

Common

           

Additional Paid

   

Retained

   

Accumulated Other Comprehensive

   

Total

Shareholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Warrant

   

in Capital

   

Earnings

   

Income (Loss)

   

Equity

 

Balance January 1, 2016

    -     $ -       33,467,893     $ 331     $ 946     $ 503,529     $ 233,604     $ 191     $ 738,601  

Net Income

    -       -       -       -       -       -       23,322       -       23,322  

Net change in other comprehensive income, net of tax

    -       -       -       -       -       -       -       (1,238 )     (1,238 )

Stock-based compensation

    -       -       -       -       -       1,430       -       -       1,430  

Issuance of common stock related to options exercised, net of shares withheld for payroll taxes

    -       -       15,915       -       -       159       -       -       159  

Tax benefits realized from stock compensation

    -       -       -       -       -       65       -       -       65  

Vesting of restricted stock awards issued at date of grant, net of shares withheld for payroll taxes

    -       -       (10,434 )     2       -       (2 )     -       -       -  

Restricted stock awards granted

    -       -       104,775       -       -       -       -       -       -  

Issuance of common stock related to employee stock purchase plan

    -       -       3,450       -       -       157       -       -       157  

Balance March 31, 2016

    -     $ -       33,581,599     $ 333     $ 946     $ 505,338     $ 256,926     $ (1,047 )   $ 762,496  
                                                                         

Balance January 1, 2015

    71,900     $ 71,900       30,139,396     $ 296     $ 946     $ 394,933     $ 150,037     $ 2,647     $ 620,759  

Net Income

    -       -       -       -       -       -       19,418       -       19,418  

Net change in other comprehensive income, net of tax

    -       -       -       -       -       -       -       633       633  

Stock-based compensation

    -       -       -       -       -       1,148       -       -       1,148  

Issuance of common stock related to options exercised, net of shares withheld for payroll taxes

    -       -       279,373       3       -       3,435       -       -       3,438  

Tax benefits realized from stock compensation

    -       -       -       -       -       1,450       -       -       1,450  

Vesting of restricted stock awards issued at date of grant, net of shares withheld for payroll taxes

    -       -       (15,039 )     2       -       (2 )     -       -       -  

Restricted stock awards granted

    -       -       78,070       -       -       -       -       -       -  

Shares issued in public offering, net of issuance costs of $5,302

    -       -       2,816,900       28       -       94,670       -       -       94,698  

Issuance of common stock related to employee stock purchase plan

    -       -       4,767       -       -       154       -       -       154  

Cash paid in lieu of fractional shares upon merger with Virginia Heritage

    -       -       -       -       -       (4 )     -       -       (4 )

Preferred stock dividends

    -       -       -       -       -       -       (164 )     -       (164 )

Balance March 31, 2015

    71,900     $ 71,900       33,303,467     $ 329     $ 946     $ 495,784     $ 169,291     $ 3,280     $ 741,530  

 

See notes to consolidated financial statements.

 

 
6

Table Of Contents
 

 

EAGLE BANCORP, INC.

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

 

   

Three Months Ended March 31,

 
   

2016

   

2015

 

Cash Flows From Operating Activities:

               

Net Income

  $ 23,322     $ 19,418  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Provision for credit losses

    3,043       3,310  

Depreciation and amortization

    1,596       2,915  

Gains on sale of loans

    (1,463 )     (3,587 )

Securities premium amortization (discount accretion), net

    1,142       683  

Origination of loans held for sale

    (125,644 )     (279,612 )

Proceeds from sale of loans held for sale

    128,920       264,758  

Net increase in cash surrender value of BOLI

    (390 )     (390 )

(Increase) decrease in deferred income taxes

    (825 )     422  

Decrease in value of other real estate owned

    6       750  

Net (gain) loss on sale of other real estate owned

    (573 )     17  

Net gain on sale of investment securities

    (624 )     (2,164 )

Loss on early extinguishment of debt

    -       1,130  

Stock-based compensation expense

    1,430       1,148  

Tax benefits realized from stock compensation

    (65 )     (1,450 )

Decrease (increase) in other assets

    713       (296 )

Increase in other liabilities

    5,911       623  

Net cash provided by operating activities

    36,499       7,675  

Cash Flows From Investing Activities:

               

Decrease in interest bearing deposits with other banks and short-term investments

    698       295  

Purchases of available for sale investment securities

    (41,378 )     (26,885 )

Proceeds from maturities of available for sale securities

    24,182       12,110  

Proceeds from sale/call of available for sale securities

    15,700       65,701  

Purchases of Federal Reserve and Federal Home Loan Bank stock

    (793 )     (2,322 )

Proceeds from redemption of Federal Reserve and Federal Home Loan Bank stock

    -       8,100  

Net increase in loans

    (159,159 )     (134,100 )

Proceeds from sale of other real estate owned

    2,572       153  

Purchases of BOLI

    -       (389 )

Purchases of annuities

    -       (992 )

Bank premises and equipment acquired

    (977 )     (348 )

Net cash used in investing activities

    (159,155 )     (78,677 )

Cash Flows From Financing Activities:

               

Increase in deposits

    31,202       273,597  

Decrease in customer repurchase agreements

    (5,393 )     (2,531 )

Issuance of common stock

    -       94,698  

Decrease in short-term borrowings

    -       (100,000 )

Decrease in long-term borrowings

    -       (40,000 )

Payment of dividends on preferred stock

    -       (164 )

Proceeds from exercise of stock options

    159       3,439  

Tax benefits realized from stock compensation

    65       1,450  

Payment in lieu of fractional shares

    -       (4 )

Proceeds from employee stock purchase plan

    157       153  

Net cash provided by financing activities

    26,190       230,638  

Net (Decrease) Increase In Cash and Cash Equivalents

    (96,466 )     159,636  

Cash and Cash Equivalents at Beginning of Period

    298,363       256,025  

Cash and Cash Equivalents at End of Period

  $ 201,897     $ 415,661  

Supplemental Cash Flows Information:

               

Interest paid

  $ 6,105     $ 6,045  

Income taxes paid

  $ 7,100     $ 8,350  

Non-Cash Investing Activities

               

Transfers from loans to other real estate owned

  $ -     $ -  

Transfers from other real estate owned to loans

  $ -     $ -  

 

See notes to consolidated financial statements.

 

 
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EAGLE BANCORP, INC.

  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 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, 2015 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, 2015. 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, 2015. Operating results for the three months ended March 31, 2016 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 Northern Virginia, Montgomery County, Maryland, and Washington, D.C. 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. As of March 31, 2016, the Bank offers its products and services through twenty-one banking offices, five lending centers and various electronic capabilities, including remote deposit services and mobile banking services. Eagle Insurance Services, LLC, a subsidiary of the Bank, offers access to insurance products and services through a referral program with a third party insurance broker. Eagle Commercial Ventures, LLC, a direct subsidiary of the Company, provides subordinated financing for the acquisition, development and construction of real estate projects; 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.

 

 

Loans Held for Sale

 

The Company regularly engages in sales of residential mortgage loans and the guaranteed portion of SBA loans originated by the Bank. Loans held for sale are carried at 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 March 31, 2016, December 31, 2015 and March 31, 2015. 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 intangible assets in the Consolidated Balance Sheets. 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 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. interest rate lock commitments). Such interest rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. To protect against the price risk inherent in residential mortgage loan commitments, the Company utilizes both “best efforts” and “mandatory delivery” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Under a “best efforts” contract, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor and the investor commits to a price that it will purchase the loan from the Company if the loan to the underlying borrower closes. The Company protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the investor commits to purchase a loan at a price representing a premium on the day the borrower commits to an interest rate with the intent that the buyer/investor has assumed the interest rate risk on the loan. As a result, the Bank is not generally exposed to losses on loans sold utilizing best efforts, nor will it realize gains related to rate lock commitments due to changes in interest rates. The market values of interest 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 interest rate lock commitments. Under a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the amount of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay the investor a “pair-off” fee, based on then-current market prices, to compensate the investor for the shortfall. The Company manages the interest rate risk on interest rate lock commitments by entering into forward sale contracts of mortgage backed securities, whereby the Company obtains the right to deliver securities to investors in the future at a specified price. Such contracts are accounted for as derivatives and are recorded at fair value in derivative assets or liabilities, carried on the Consolidated Balance Sheet within other assets or other liabilities with changes in fair value recorded in other income within the Consolidated Statement of Income. The period of time between issuance of a loan commitment to the customer and closing and sale of the loan to an investor generally ranges from 30 to 90 days under current market conditions. The gross gains on loan sales are recognized based on new loan commitments with adjustment for price and pair-off activity. Commission expenses on loans held for sale are recognized based on loans closed.

 

In circumstances where the Company does not deliver the whole loan to an investor, but rather elects to retain the loan in its portfolio, the loan is transferred from held for sale to loans at fair value at date of transfer.

 

Investment Securities

 

The Company has no securities classified as trading, or 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/(loss), 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 if any. 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 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 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 are being amortized on the interest method over the term of the loan.

 

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 (90 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 a 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 Standard 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). Certain additional interest is included as a component of noninterest income.  ECV had four higher risk loan transactions outstanding as of March 31, 2016, as compared to four higher risk loan transactions outstanding as of December 31, 2015, amounting to $9.4 million and $9.2 million, respectively.

 

 

Allowance for Credit Losses

 

The allowance for credit losses represents an amount which, in management’s judgment, is adequate to absorb probable losses on 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.

 

The components of the allowance for credit losses represent an estimation done pursuant to 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 banking 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 recorded at fair value less estimated selling costs when acquired, establishing a new cost basis. The new basis is supported by appraisals that are generally no more than twelve months old. Costs after acquisition are generally expensed. If the fair value of the asset declines, a write-down is recorded through noninterest expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of changes in market conditions or appraised values.

 

Goodwill and Other Intangible Assets

 

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights. Intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing. Intangible assets (other than goodwill) are amortized to expense using accelerated or straight-line methods over their respective estimated useful lives.

 

Goodwill and other intangibles are subject to impairment testing at the reporting unit level, which must be conducted at least annually. The Company performs impairment testing during the fourth quarter of each year or when events or changes in circumstances indicate the assets might be impaired.

 

The Company performs 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, after assessing updated qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it does not have to perform the two-step goodwill impairment test. Determining the fair value of a reporting unit under the first step of the goodwill impairment test and determining the fair value of individual assets and liabilities of a reporting unit under the second step of the goodwill impairment test are judgmental and often involve the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions. These approaches use significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return, projected growth rates and determination and evaluation of appropriate market comparables. Based on the results of quantitative assessments of all reporting units, the Company concluded that no impairment existed at December 31, 2015. However, future events could cause the Company to conclude that goodwill or other intangibles have become impaired, which would result in recording an impairment loss. Any resulting impairment loss could have a material adverse impact on the Company’s financial condition and results of operations.

 

Interest Rate Swap Derivatives

 

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. With the exception of forward commitment contracts discussed above under Loans Held for Sale, the Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate deposits.

 

At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge”), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). The Company has no fair value hedges or stand-alone derivatives, only cash flow hedges. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income (a Consolidated Balance Sheet component of shareholders’ equity) and is reclassified into earnings in the same period(s) during which the hedged transaction affects earnings (i.e. the period when cash flows are exchanged between counterparties). For both fair value and cash flow hedges, changes in the fair value of derivatives that are not highly effective in hedging the changes in fair value or expected cash flows of the hedged item are recognized immediately in current earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as noninterest income.

 

 

Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.

 

The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of the hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.

 

When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income or expense. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or losses that were accumulated in other comprehensive income are amortized into earnings over the same periods which the hedged transactions will affect earnings.

 

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 Balance of Sheets, 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 basis 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 March 31, 2016, December 31, 2015, or March 31, 2015.   

 

 

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 of option and restricted stock awards computed at the date of grant. Compensation expense on variable stock option grants (i.e. performance based grant) is recorded based on the probability of achievement of the goals underlying the performance grant. Refer to Note 10 for a description of stock-based compensation awards, activity and expense.

 

New Authoritative Accounting Guidance

 

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The amendments in ASU 2014-09 supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. The general principle of the amendments require an entity to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance sets forth a five step approach to be utilized for revenue recognition. As amended, the new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the provisions of ASU 2014-09 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.

 

ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” The update simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company adopted ASU 2015-03 as of the end of its fiscal year 2015, and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of approximately $1.0 million of unamortized debt issuance costs related to the Company's Subordinated Notes (see Note 8) from other assets to long-term debt within its Consolidated Balance Sheets as of March 31, 2016, December 31, 2015, and March 31, 2015. Other than this reclassification, the adoption of ASU 2015-03 did not have an impact on the Company's Consolidated Financial Statements.

 

ASU 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments.” ASU 2015-16 requires that adjustments to provisional amounts that are identified during the measurement period of a business combination be recognized in the reporting period in which the adjustment amounts are determined. Furthermore, the income statement effects of such adjustments, if any, must be calculated as if the accounting had been completed at the acquisition date. The portion of the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. Under previous guidance, adjustments to provisional amounts identified during the measurement period are to be recognized retrospectively. ASU 2015-16 was effective for the Company on January 1, 2016 and is not expected to have a significant impact on its financial statements.

 

 

ASU 2016-01, "Financial Instruments—(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments by making targeted improvements to GAAP as follows: (1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early application is permitted as of the beginning of the fiscal year of adoption only for provisions (3) and (6) above. Early adoption of the other provisions mentioned above is not permitted. The Company has performed a preliminary evaluation of the provisions of ASU No. 2016-01. Based on this evaluation, the Company has determined that ASU No. 2016-01 is not expected to have a material impact on the Company's Consolidated Financial Statements; however, the Company will continue to closely monitor developments and additional guidance.

 

ASU 2016-02, "Leases (Topic 842)." Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee's obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. They have the option to use certain relief; full retrospective application is prohibited. The Company is currently evaluating the provisions of ASU 2016-02 and will be closely monitoring developments and additional guidance to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.

 

ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting (Topic 718).” ASU 2016-09 includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of this new ASU include: (1) companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. The guidance also eliminates the requirement that excess tax benefits be realized before companies can recognize them. In addition, the guidance requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity; (2) increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. The new guidance will also require an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows (current guidance did not specify how these cash flows should be classified); and (3) permit companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. ASU No. 2016-09 is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted, but all of the guidance must be adopted in the same period. The Company is currently evaluating the provisions of ASU No. 2016-09 to determine the potential impact the new standard will have on the Company's Consolidated Financial Statements.

 

 
15

Table Of Contents
 

 

Note 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 2016, the Bank maintained balances at the Federal Reserve sufficient to meet reserve requirements, as well as significant excess reserves. 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.

 

Additionally, the Bank maintains interest-bearing balances with the Federal Home Loan Bank of Atlanta and noninterest bearing balances with nine domestic correspondent banks as compensation for services they provide to the Bank.

 

Note 3. Investment Securities Available-for-Sale

 

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

 

March 31, 2016

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Estimated

Fair

Value

 

U. S. agency securities

  $ 54,948     $ 774     $ 100     $ 55,622  

Residential mortgage backed securities

    305,351       2,073       612       306,812  

Municipal bonds

    104,840       5,069       -       109,909  

Corporate bonds

    15,085       -       147       14,938  

Other equity investments

    310       18       -       328  
    $ 480,534     $ 7,934     $ 859     $ 487,609  

 

December 31, 2015

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Estimated

Fair

Value

 

U. S. agency securities

  $ 56,775     $ 477     $ 277     $ 56,975  

Residential mortgage backed securities

    299,709       692       3,160       297,241  

Municipal bonds

    114,253       4,131       3       118,381  

Corporate bonds

    15,090       -       152       14,938  

Other equity investments

    307       27       -       334  
    $ 486,134     $ 5,327     $ 3,592     $ 487,869  

 

In addition, at March 31, 2016, the Company held $17.7 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 which are not marketable, and therefore are carried at cost. 

 

 

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

 

March 31, 2016

(dollars in thousands)

 

Estimated

Fair

Value

   

Unrealized

Losses

   

Estimated

Fair

Value

   

Unrealized

Losses

   

Estimated

Fair

Value

   

Unrealized

Losses

 

U. S. agency securities

  $ 7,218     $ 100     $ -     $ -     $ 7,218     $ 100  

Residential mortgage backed securities

    55,594       100       53,087       512       108,681       612  

Municipal bonds

    -       -       -       -       -       -  

Corporate bonds

    14,937       147       -       -       14,937       147  
    $ 77,749     $ 347     $ 53,087     $ 512     $ 130,836     $ 859  

 

   

Less than

12 Months

   

12 Months

or Greater

   

Total

 

December 31, 2015

(dollars in thousands)

 

Estimated

Fair

Value

   

Unrealized

Losses

   

Estimated

Fair

Value

   

Unrealized

Losses

   

Estimated

Fair

Value

   

Unrealized

Losses

 

U. S. agency securities

  $ 32,927     $ 277     $ -     $ -     $ 32,927     $ 277  

Residential mortgage backed securities

    157,871       1,438       58,954       1,722       216,825       3,160  

Municipal bonds

    1,559       3       -       -       1,559       3  

Corporate bonds

    14,938       152       -       -       14,938       152  
    $ 207,295     $ 1,870     $ 58,954     $ 1,722     $ 266,249     $ 3,592  

 

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 3.5 years. 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 March 31, 2016 represent an other-than-temporary impairment. 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.

 

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.

 

   

March 31, 2016

   

December 31, 2015

 

(dollars in thousands)

 

Amortized

Cost

   

Estimated

Fair Value

   

Amortized

Cost

   

Estimated

Fair Value

 

U. S. agency securities maturing:

                               

One year or less

  $ 36,534     $ 36,613     $ 31,436     $ 31,361  

After one year through five years

    13,907       14,274       18,826       19,047  

Five years through ten years

    4,507       4,735       6,513       6,567  

Residential mortgage backed securities

    305,351       306,812       299,709       297,241  

Municipal bonds maturing:

                               

One year or less

    4,423       4,438       4,450       4,478  

After one year through five years

    41,357       43,872       41,213       43,720  

Five years through ten years

    56,870       59,114       66,001       67,398  

After ten years

    2,190       2,485       2,589       2,785  

Corporate bonds

                               

After one year through five years

    15,085       14,938       15,090       14,938  

Other equity investments

    310       328       307       334  
    $ 480,534     $ 487,609     $ 486,134     $ 487,869  

 

For the three months ended March 31, 2016, gross realized gains on sales of investments securities were $624 thousand and there were no gross realized losses on sales of investment securities. For the three months ended March 31, 2015, gross realized gains on sales of investment securities were $2.5 million and gross realized losses on sales of investment securities were $294 thousand.

 

 

Proceeds from sales and calls of investment securities for the three months ended March 31, 2016 were $15.7 million, and in 2015 were $65.7 million.

 

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 March 31, 2016 was $425 million, which is well in excess of required amounts in order to operationally provide significant reserve amounts for new business. As of March 31, 2016 and December 31, 2015, there were no holdings of securities of any one issuer, other than the U.S. Government and U.S. agency securities, which exceeded ten percent of shareholders’ equity.

 

Note 4. Mortgage Banking Derivative

 

As part of its mortgage banking activities, the Bank enters into interest rate lock commitments, which are commitments to originate loans where the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The Bank then locks in the loan and interest rate with an investor and commits to deliver the loan if settlement occurs (“best efforts”) or commits to deliver the locked loan in a binding (“mandatory”) delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of mortgage backed securities (“MBS”). Forward sales contracts of MBS are recorded at fair value with changes in fair value recorded in noninterest income. Interest rate lock commitments and commitments to deliver loans to investors are considered derivatives. The market value of interest rate lock commitments and best efforts contracts are not readily ascertainable with precision because they are not actively traded in stand-alone markets. The Bank determines the fair value of interest rate lock commitments and delivery contracts by measuring the fair value of the underlying asset, which is impacted by current interest rates, taking into consideration the probability that the interest rate lock commitments will close or will be funded.

 

Certain additional risks arise from these forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. The Bank does not expect any counterparty to any MBS to fail to meet its obligation. Additional risks inherent in mandatory delivery programs include the risk that, if the Bank does not close the loans subject to interest rate risk lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement. Should this be required, the Bank could incur significant costs in acquiring replacement loans or MBS and such costs could have an adverse effect on mortgage banking operations.

 

The fair value of the mortgage banking derivatives is recorded as a freestanding asset or liability with the change in value being recognized in current earnings during the period of change.

 

At March 31, 2016 the Bank had mortgage banking derivative financial instruments with a notional value of $99.6 million related to its forward contracts. The net fair value of these derivative instruments at March 31, 2016 was $377 thousand, which is included in other assets and $306 thousand included in other liabilities. At March 31, 2015 the Bank had mortgage banking derivative financial instruments with a notional value of $62.4 million related to its forward contracts. The net fair value of these derivative instruments at March 31, 2015 was $219 thousand included in other assets and $140 thousand included in other liabilities.

 

Included in other noninterest income for the three months ended March 31, 2016 was a net gain of $209 thousand, relating to mortgage banking derivative instruments. The amount included in other noninterest income for the three months ended March 31, 2016 pertaining to its mortgage banking hedging activities was a loss of $168 thousand. Included for the three months ended March 31, 2015 there was a net gain of $30 thousand, relating to mortgage banking derivative instruments. The amount included in other noninterest income for the three months ended March 31, 2015 pertaining to its mortgage banking hedging activities was a net realized gain of $171 thousand.

 

Note 5. Loans and Allowance for Credit Losses

 

The Bank makes loans to customers primarily in the Washington, DC metropolitan 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 March 31, 2016, December 31, 2015, and March 31, 2015 are summarized by type as follows:

 

   

March 31, 2016

   

December 31, 2015

   

March 31, 2015

 

(dollars in thousands)

 

Amount

   

%

   

Amount

   

%

   

Amount

   

%

 

Commercial

  $ 1,060,047       21 %   $ 1,052,257       21 %   $ 933,715       21 %

Income producing - commercial real estate

    2,138,091       40 %     2,115,478       42 %     1,739,483       40 %

Owner occupied - commercial real estate

    569,915       11 %     498,103       10 %     493,003       11 %

Real estate mortgage - residential

    149,159       3 %     147,365       3 %     147,871       3 %

Construction - commercial and residential

    1,034,689       20 %     985,607       20 %     862,013       19 %

Construction - C&I (owner occupied)

    87,324       2 %     79,769       2 %     49,558       1 %

Home equity

    110,985       3 %     112,885       2 %     120,543       3 %

Other consumer

    5,661       -       6,904       -       98,707       2 %

Total loans

    5,155,871       100 %     4,998,368       100 %     4,444,893       100 %

Less: Allowance for Credit Losses

    (54,608 )             (52,687 )             (47,779 )        

Net loans

  $ 5,101,263             $ 4,945,681             $ 4,397,114          

 

Unamortized net deferred fees amounted to $18.9 million, $18.4 million, and $15.8 million at March 31, 2016, December 31, 2015, and March 31, 2015, respectively.

 

As of March 31, 2016 and December 31, 2015, the Bank serviced $77.7 million and $78.8 million, respectively, of SBA loans which are not reflected as loan balances on the Consolidated Balance Sheets.

 

Loan Origination / Risk Management

 

The Company’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 Company’s loan portfolio is heavily weighted toward commercial real estate, both owner occupied and income producing real estate. At March 31, 2016, owner occupied commercial real estate and owner occupied commercial real estate construction represent 13% of the loan portfolio. At March 31, 2016, non-owner occupied commercial real estate and real estate construction represented approximately 60% of the loan portfolio. The combined owner occupied and commercial real estate loans represent 73% 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% 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 Company is also an active traditional commercial lender providing loans for a variety of purposes, including working capital, equipment and account receivable financing. This loan category represents approximately 21% of the loan portfolio at March 31, 2016 and was 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 2.7% of the commercial loan category of loans. In originating SBA loans, the Company assumes the risk of non-payment on the unguaranteed portion of the credit. The Company generally sells the guaranteed 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 are subject to a maximum loan size established by the SBA.

 

Approximately 3% of the loan portfolio at March 31, 2016 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.

 

 

Approximately 3% of the loan portfolio consists of residential mortgage loans. The repricing duration of these loans was 25 months. These credits represent first liens on residential property loans originated by the Bank. While the Bank’s general practice is to originate and sell (servicing released) loans made by its Residential Lending department, from time to time certain loan characteristics do not meet the requirements of third party investors and these loans are instead maintained in the Bank’s portfolio until they are resold to another investor at a later date.

 

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.

 

Substantially all construction draw requests must be presented in writing on American Institute of Architects documents and certified either by the contractor, the borrower and/or the borrower’s architect. Each draw request shall also include the borrower’s soft cost breakdown certified by the borrower or their 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 to 1.00. 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.

 

The Company’s loan portfolio includes ADC real estate loans including both investment and owner occupied projects. ADC loans amounted to $1.12 billion at March 31, 2016. A portion of the ADC portfolio, both speculative and non-speculative, includes loan funded interest reserves at origination. ADC loans containing loan funded interest reserves represent approximately 45.4% of the outstanding ADC loan portfolio at March 31, 2016. 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 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 the 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.

 

 

From time to time the Company may make loans for its own portfolio or through its higher risk loan affiliate, ECV. 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 may bear current interest at a rate with a significant premium to normal market rates. Other loan transactions may carry a standard rate of current interest, but also earn additional interest based on a percentage of the profits of the underlying project or a fixed accrued rate of interest.

 

On July 24, 2015, the Company completed the sale of the indirect consumer loan portfolio acquired in the Merger, amounting to approximately $80.3 million as of the time of sale. A fair value adjustment on the sale of $879 thousand was recorded as an adjustment to the intangibles established in the Merger.

 

The following tables detail activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2016 and 2015. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

(dollars in thousands)

 

Commercial

   

Income Producing

Commercial

Real Estate

   

Owner Occupied

Commercial

Real Estate

   

Real Estate

Mortgage

Residential

   

Construction

Commercial and

Residential

   

Home

Equity

   

Other

Consumer

   

Total

 

Three months ended March 31, 2016

                                                               

Allowance for credit losses:

                                                               

Balance at beginning of period

  $ 11,563     $ 14,122     $ 3,279     $ 1,268     $ 21,088     $ 1,292     $ 75     $ 52,687  

Loans charged-off

    (805 )     (590 )     -       -       -       (4 )     (7 )     (1,406 )

Recoveries of loans previously charged-off

    72       4       1       2       196       1       8       284  

Net loans (charged-off) recoveries

    (733 )     (586 )     1       2       196       (3 )     1       (1,122 )

Provision for credit losses

    2,792       2,258       651       (219 )     (2,818 )     194       185       3,043  

Ending balance

  $ 13,622     $ 15,794     $ 3,931     $ 1,051     $ 18,466     $ 1,483     $ 261     $ 54,608  

As of March 31, 2016

                                                               

Allowance for credit losses:

                                                               

Individually evaluated for impairment

  $ 2,922     $ 868     $ 360     $ -     $ 310     $ 88     $ -     $ 4,548  

Collectively evaluated for impairment

    10,700       14,926       3,571       1,051       18,156       1,395       261       50,060  

Ending balance

  $ 13,622     $ 15,794     $ 3,931     $ 1,051     $ 18,466     $ 1,483     $ 261     $ 54,608  
                                                                 

Three months ended March 31, 2015

                                                               

Allowance for credit losses:

                                                               

Balance at beginning of period

  $ 13,222     $ 11,442     $ 2,954     $ 1,259     $ 15,625     $ 1,469     $ 104     $ 46,075  

Loans charged-off

    (998 )     (318 )     -       -       -       (419 )     (71 )     (1,806 )

Recoveries of loans previously charged-off

    51       -       1       2       95       2       49       200  

Net loans (charged-off) recoveries

    (947 )     (318 )     1       2       95       (417 )     (22 )     (1,606 )

Provision for credit losses

    1,502       528       172       (206 )     663       457       194       3,310  

Ending balance

  $ 13,777     $ 11,652     $ 3,127     $ 1,055     $ 16,383     $ 1,509     $ 276     $ 47,779  

As of March 31, 2015

                                                               

Allowance for credit losses:

                                                               

Individually evaluated for impairment

  $ 5,771     $ 568     $ 400     $ -  <