UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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|
|
þ
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
SEPTEMBER 30, 2009
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|
o
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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
000-51104
CommerceFirst Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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52-2180744
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(State or Other Jurisdiction
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(I.R.S. Employer Identification No.)
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of Incorporation or Organization)
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1804 West Street, Suite 200, Annapolis, MD 21401
(Address of Principal Executive Offices)
410-280-6695
(Registrants 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
þ
No
o
Indicate by checkmark whether the registrant has submitted electronically and posted on its
corporate Website, 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
þ
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.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the
Securities Exchange Act).
Yes
o
No
þ
As of November 4, 2009, the number of outstanding shares of registrants common stock, par value
$0.01 per share was: 1,820,548
CommerceFirst Bancorp, Inc.
FORM 10-Q
INDEX
2
CommerceFirst Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
September 30, 2009 and December 31, 2008
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September 30,
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December 31,
|
|
|
|
2009
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|
2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
1,897,290
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|
|
$
|
3,290,691
|
|
Interest bearing deposits
|
|
|
11,649,128
|
|
|
|
|
|
Federal funds sold
|
|
|
172,810
|
|
|
|
5,673,666
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
13,719,228
|
|
|
|
8,964,357
|
|
Investment securities available-for-sale, at fair value
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|
|
|
|
|
|
3,085,770
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Investments in restricted stocks, at cost
|
|
|
527,000
|
|
|
|
467,000
|
|
Loans receivable, net of allowance for loan losses of $2,150,000
at September 30, 2009 and $1,860,000 at December 31, 2008
|
|
|
177,604,477
|
|
|
|
151,101,169
|
|
Premises and equipment, net
|
|
|
797,123
|
|
|
|
1,000,967
|
|
Accrued interest receivable
|
|
|
660,604
|
|
|
|
639,538
|
|
Deferred income taxes
|
|
|
917,379
|
|
|
|
667,993
|
|
Other real estate owned
|
|
|
653,000
|
|
|
|
|
|
Other assets
|
|
|
388,979
|
|
|
|
642,280
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
195,267,790
|
|
|
$
|
166,569,074
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
LIABILITIES
|
|
|
|
|
|
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|
|
|
|
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|
Non-interest bearing deposits
|
|
$
|
21,626,649
|
|
|
$
|
23,598,842
|
|
Interest bearing deposits
|
|
|
152,079,518
|
|
|
|
121,642,218
|
|
|
|
|
|
|
|
|
Total deposits
|
|
|
173,706,167
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|
|
|
145,241,060
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|
|
|
|
|
|
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|
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|
Accrued interest payable
|
|
|
269,117
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|
|
|
265,105
|
|
Other liabilities
|
|
|
736,136
|
|
|
|
752,352
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
174,711,420
|
|
|
|
146,258,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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STOCKHOLDERS EQUITY
|
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Common stock $.01 par value; authorized 4,000,000 shares
|
|
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|
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|
Issued and outstanding:1,820,548 shares at September 30, 2009
and at December 31, 2008
|
|
|
18,205
|
|
|
|
18,205
|
|
Additional paid-in capital
|
|
|
17,852,931
|
|
|
|
17,852,931
|
|
Retained earnings
|
|
|
2,685,234
|
|
|
|
2,392,882
|
|
Accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
Net unrealized gain on securities available-for-sale
|
|
|
|
|
|
|
46,539
|
|
|
|
|
|
|
|
|
Total Stockholders Equity
|
|
|
20,556,370
|
|
|
|
20,310,557
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity
|
|
$
|
195,267,790
|
|
|
$
|
166,569,074
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
CommerceFirst Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations
For the Nine and Three Months ended September 30, 2009 and 2008 (Unaudited)
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|
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|
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|
|
|
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|
Nine Months Ended
|
|
|
Three Months Ended
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September 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans
|
|
$
|
8,605,562
|
|
|
$
|
7,587,752
|
|
|
$
|
3,019,352
|
|
|
$
|
2,536,366
|
|
U.S. Treasury securities
|
|
|
82,093
|
|
|
|
261,980
|
|
|
|
16,633
|
|
|
|
66,870
|
|
Investment in stocks
|
|
|
19,375
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|
|
|
19,085
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|
|
|
6,365
|
|
|
|
6,142
|
|
Interest bearing deposits
|
|
|
16,799
|
|
|
|
|
|
|
|
9,174
|
|
|
|
|
|
Federal funds sold
|
|
|
2,535
|
|
|
|
160,317
|
|
|
|
92
|
|
|
|
57,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
8,726,364
|
|
|
|
8,029,134
|
|
|
|
3,051,616
|
|
|
|
2,667,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
3,547,066
|
|
|
|
3,789,785
|
|
|
|
1,204,289
|
|
|
|
1,270,698
|
|
Repurchase agreements
|
|
|
|
|
|
|
28,414
|
|
|
|
|
|
|
|
5,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
3,547,066
|
|
|
|
3,818,199
|
|
|
|
1,204,289
|
|
|
|
1,276,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
5,179,298
|
|
|
|
4,210,935
|
|
|
|
1,847,327
|
|
|
|
1,390,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less provision for loan losses
|
|
|
1,149,588
|
|
|
|
167,578
|
|
|
|
350,335
|
|
|
|
108,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,029,710
|
|
|
|
4,043,357
|
|
|
|
1,496,992
|
|
|
|
1,282,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of SBA loans
|
|
|
164,413
|
|
|
|
222,116
|
|
|
|
46,879
|
|
|
|
92,069
|
|
Gain on sale of securities
|
|
|
|
|
|
|
40,431
|
|
|
|
|
|
|
|
|
|
Service charges and other income
|
|
|
338,602
|
|
|
|
180,743
|
|
|
|
130,836
|
|
|
|
63,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
503,015
|
|
|
|
443,290
|
|
|
|
177,715
|
|
|
|
155,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
2,184,684
|
|
|
|
2,230,027
|
|
|
|
722,291
|
|
|
|
748,071
|
|
Legal and professional
|
|
|
195,636
|
|
|
|
206,403
|
|
|
|
68,402
|
|
|
|
47,185
|
|
Rent and occupancy
|
|
|
419,735
|
|
|
|
410,374
|
|
|
|
138,699
|
|
|
|
139,600
|
|
Marketing and business development
|
|
|
46,150
|
|
|
|
113,616
|
|
|
|
21,345
|
|
|
|
53,539
|
|
FDIC insurance
|
|
|
331,963
|
|
|
|
73,461
|
|
|
|
120,351
|
|
|
|
49,461
|
|
Data processing
|
|
|
104,262
|
|
|
|
95,354
|
|
|
|
36,839
|
|
|
|
31,092
|
|
Support services
|
|
|
141,952
|
|
|
|
137,713
|
|
|
|
48,215
|
|
|
|
53,690
|
|
Communications
|
|
|
88,572
|
|
|
|
83,306
|
|
|
|
33,175
|
|
|
|
27,745
|
|
Depreciation and amortization
|
|
|
219,025
|
|
|
|
220,034
|
|
|
|
70,826
|
|
|
|
74,774
|
|
Other
|
|
|
311,884
|
|
|
|
279,504
|
|
|
|
94,118
|
|
|
|
63,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expenses
|
|
|
4,043,863
|
|
|
|
3,849,792
|
|
|
|
1,354,261
|
|
|
|
1,288,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
488,862
|
|
|
|
636,855
|
|
|
|
320,446
|
|
|
|
149,742
|
|
Income tax expense
|
|
|
196,510
|
|
|
|
236,224
|
|
|
|
128,015
|
|
|
|
58,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
292,352
|
|
|
$
|
400,631
|
|
|
$
|
192,431
|
|
|
$
|
91,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
CommerceFirst Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income
For the Nine and Three Months ended September 30, 2009 and 2008 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
292,352
|
|
|
$
|
400,631
|
|
|
$
|
192,431
|
|
|
$
|
91,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for gain
included in net income, net of taxes
|
|
|
|
|
|
|
(24,663
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains on securities
available for sale, net of taxes
|
|
|
(46,539
|
)
|
|
|
(13,001
|
)
|
|
|
(10,985
|
)
|
|
|
(3,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
(46,539
|
)
|
|
|
(37,664
|
)
|
|
|
(10,985
|
)
|
|
|
(3,073
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
245,813
|
|
|
$
|
362,967
|
|
|
$
|
181,446
|
|
|
$
|
88,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
CommerceFirst Bancorp, Inc. and Subsidiary
Consolidated Statements of Stockholders Equity
For the Nine Months Ended September 30, 2009 and 2008
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Common
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
$
|
18,205
|
|
|
$
|
17,852,931
|
|
|
$
|
2,097,967
|
|
|
$
|
87,258
|
|
|
$
|
20,056,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income- September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
400,631
|
|
|
|
|
|
|
|
400,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains on
securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,664
|
)
|
|
|
(37,664
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2008
|
|
$
|
18,205
|
|
|
$
|
17,852,931
|
|
|
$
|
2,498,598
|
|
|
$
|
49,594
|
|
|
$
|
20,419,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008
|
|
$
|
18,205
|
|
|
$
|
17,852,931
|
|
|
$
|
2,392,882
|
|
|
$
|
46,539
|
|
|
$
|
20,310,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income- September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
292,352
|
|
|
|
|
|
|
|
292,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gains on
securities available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,539
|
)
|
|
|
(46,539
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance September 30, 2009
|
|
$
|
18,205
|
|
|
$
|
17,852,931
|
|
|
$
|
2,685,234
|
|
|
$
|
|
|
|
$
|
20,556,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
CommerceFirst Bancorp, Inc. and Subsidiary
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30, 2009 and 2008
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
292,352
|
|
|
$
|
400,631
|
|
Adjustments to reconcile net income to net cash
provided by operations:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
219,025
|
|
|
|
220,034
|
|
Gain on sale of investment securities
|
|
|
|
|
|
|
(40,431
|
)
|
Gain on sales of SBA loans
|
|
|
(164,413
|
)
|
|
|
(222,116
|
)
|
Provision for loan losses
|
|
|
1,149,588
|
|
|
|
167,578
|
|
Provision for losses on unfunded commitments
|
|
|
4,500
|
|
|
|
4,500
|
|
Deferred income taxes
|
|
|
(219,071
|
)
|
|
|
(165,059
|
)
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in accrued interest receivable
|
|
|
(21,066
|
)
|
|
|
53,039
|
|
(Increase) decrease in other assets
|
|
|
253,301
|
|
|
|
(111,939
|
)
|
Increase in accrued interest payable
|
|
|
4,012
|
|
|
|
4,300
|
|
Increase (decrease) in other liabilities
|
|
|
(20,716
|
)
|
|
|
17,108
|
|
Other amortization and accretion, net
|
|
|
8,916
|
|
|
|
13,335
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
1,506,428
|
|
|
|
340,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of restricted stock
|
|
|
60,000
|
|
|
|
|
|
Proceeds from redemption of investment securities
|
|
|
3,000,000
|
|
|
|
|
|
Proceeds from sale of investment securities
|
|
|
|
|
|
|
3,039,375
|
|
Proceeds from sale of SBA loans
|
|
|
2,607,943
|
|
|
|
3,604,179
|
|
Increase in loans, net
|
|
|
(30,096,426
|
)
|
|
|
(18,910,019
|
)
|
Increase in other real estate owned
|
|
|
(653,000
|
)
|
|
|
|
|
Purchase of premises and equipment
|
|
|
(15,181
|
)
|
|
|
(51,719
|
)
|
|
|
|
|
|
|
|
Net cash used by investing activities
|
|
|
(25,216,664
|
)
|
|
|
(12,318,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Decrease (increase) in non-interest bearing deposits, net
|
|
|
(1,972,193
|
)
|
|
|
198,766
|
|
Net increase in other deposits
|
|
|
30,437,300
|
|
|
|
17,285,646
|
|
Net decrease in securities sold under agreements
to repurchase
|
|
|
|
|
|
|
(2,739,045
|
)
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
28,465,107
|
|
|
|
14,745,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
4,754,871
|
|
|
|
2,768,163
|
|
Cash and cash equivalents at beginning of period
|
|
|
8,964,357
|
|
|
|
11,724,888
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
13,719,228
|
|
|
$
|
14,493,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
3,543,054
|
|
|
$
|
3,513,899
|
|
|
|
|
|
|
|
|
Total decrease in unrealized gains on available
for sale securities
|
|
$
|
(46,539
|
)
|
|
$
|
(60,261
|
)
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The Company and its Significant Accounting Policies
Summary of Significant Accounting Policies
Basis of Presentation:
The accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 8 of
Regulation S-X. Accordingly, they do not contain all of the information and footnotes
required by accounting principles generally accepted in the United States of America for
complete consolidated financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have
been included.
The financial data at December 31, 2008 are derived from audited consolidated financial
statements that are included in the Companys Annual Report for the year ended December 31,
2008. The financial data at September 30, 2009 and 2008 are derived from unaudited
consolidated financial statements. Interim results are not necessarily indicative of results
for the full year.
The consolidated financial statements include the accounts of CommerceFirst Bancorp, Inc.
(the Company) and its subsidiary, CommerceFirst Bank (the Bank). Inter-company balances
and transactions have been eliminated. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could differ from
those estimates.
The Company has evaluated subsequent events through the date of issuance of the financial
data included herein, November 4, 2009.
Cash and cash equivalents in the statement of cash flows include cash on hand, non-interest
bearing amounts due from correspondent banks, interest and non-interest bearing deposits due
from the Federal Reserve and Federal funds sold.
Certain prior period amounts have been reclassified to conform to the current periods
method of presentation.
Note 2. Fair value
FASB Statement No. 157 (SFAS 157),
Fair Value Measurements)
defines fair value, establishes
a framework for measuring fair value and expands disclosures about fair value measurements.
Topic 820 establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. The hierarchy of valuation techniques based on whether the inputs
to those valuation techniques are observable or unobservable. These inputs are summarized in
three broad levels: Level 1 Quoted prices in active markets for identical securities,
Level 2 Other significant observable inputs (including quoted prices in active markets for
similar securities) and Level 3 Significant unobservable inputs (including the Companys
own assumptions in determining the fair value of investments)
The Companys bond holdings in the investment securities are the only asset or liability
subject to fair value measurement on a recurring basis. These assets are valued under Level
1 inputs none at September 30, 2009. The Company has assets measured on a non-recurring
basis during the period. These assets include $1.8 million of impaired loans, other real
estate owned of $653 thousand and $62 thousand
of investments in corporate equities which are valued under Level 2 inputs. The remaining
$3.0 million of impaired loans are valued under Level 3 inputs.
8
The estimated fair values of the Companys financial instruments at September 30, 2009 and
December 31, 2008 are summarized below. The fair values of a significant portion of these
financial instruments are estimates derived using present value techniques and may not be
indicative of the net realizable or liquidation values. Also, the calculation of estimated
fair values is based on market conditions at a specific point in time and may not reflect
current or future fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
(In thousands)
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
1,897
|
|
|
$
|
1,897
|
|
|
$
|
3,291
|
|
|
$
|
3,291
|
|
Interest bearing deposits
|
|
|
11,649
|
|
|
|
11,649
|
|
|
|
|
|
|
|
|
|
Federal funds sold
|
|
|
173
|
|
|
|
173
|
|
|
|
5,674
|
|
|
|
5,674
|
|
Investment securities
|
|
|
|
|
|
|
|
|
|
|
3,086
|
|
|
|
3,086
|
|
Investments in restricted stock
|
|
|
527
|
|
|
|
527
|
|
|
|
467
|
|
|
|
467
|
|
Loans, net
|
|
|
177,604
|
|
|
|
186,477
|
|
|
|
151,101
|
|
|
|
158,169
|
|
Accrued interest receivable
|
|
|
661
|
|
|
|
661
|
|
|
|
640
|
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits
|
|
$
|
21,627
|
|
|
$
|
21,627
|
|
|
$
|
23,599
|
|
|
$
|
23,599
|
|
Interest bearing deposits
|
|
|
152,080
|
|
|
|
154,649
|
|
|
|
121,642
|
|
|
|
124,499
|
|
Accrued interest payable
|
|
|
269
|
|
|
|
269
|
|
|
|
265
|
|
|
|
265
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-balance sheet commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair values are based on quoted market prices for similar instruments or estimated using
discounted cash flows. The discounts used are estimated using comparable market rates for
similar types of instruments adjusted to be commensurate with the credit risk, overhead
costs and optionality of such instruments.
The fair value of cash and due from banks, federal funds sold, investments in restricted
stocks and accrued interest receivable are equal to the carrying amounts. The fair values of
investment securities are determined using market quotations. The fair value of loans
receivable is estimated using discounted cash flow analysis.
The fair value of non-interest bearing deposits, interest-bearing checking, savings, and
money market deposit accounts, and accrued interest payable are equal to the carrying
amounts. The fair value of fixed-maturity time deposits is estimated using discounted cash
flow analysis.
Note 3. Net Income per Common Share
Basic earnings per share of common stock are computed by dividing net earnings by the
weighted average number of common shares outstanding during the period. Diluted earnings per
share are calculated by including the average dilutive common equivalents outstanding during
the period. Dilutive common equivalent shares consist of stock options and warrants,
calculated using the treasury stock method.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Weighted average shares outstanding
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
Common stock equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares and equivalents
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
|
|
1,820,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
292,352
|
|
|
$
|
400,631
|
|
|
$
|
192,431
|
|
|
$
|
91,153
|
|
Basic earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
Diluted earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
9
All of the 126,372 outstanding warrants and options were excluded from the calculation of
diluted income per share in 2009 and 2008 because they are anti-dilutive.
Note 4. Related Party Transactions
The Bank paid $31 thousand during the first nine months of 2009 for legal services to a firm
of which a Director of the Bank is a principal. Also, the Bank paid $31 thousand for
support services to a computer consulting firm of which a Director of the Bank is a
principal during this time frame. Expenditures totaling less than $10 thousand were paid to
several entities in which directors were principals during the first nine months of 2009.
All of the above transactions have been consummated on terms equivalent to those that
prevail in arms length transactions.
Executive officers, directors and their affiliated interests enter into loan transactions
with the Bank in the ordinary course of business. These loans are made on the same terms,
including interest rates and collateral, as those prevailing at the time for comparable
loans with unrelated borrowers. They do not involve more than normal risk of collectability
or present other unfavorable terms. At September 30, 2009 the amounts of such loans
outstanding were $3.9 million.
Deposit balances of executive officers, directors and their affiliated interests totaled
$14.7 million at September 30, 2009.
Note 5. Commitments and contingencies
The Bank is a party to financial instruments in the normal course of business to meet the
financing needs of its customers. These financial instruments typically include commitments
to extend credit and standby letters of credit, which involve, to varying degrees, elements
of credit and interest rate risk in excess of the amounts recognized in the consolidated
financial statements. Outstanding commitments as of September 30, 2009 are as follows:
|
|
|
|
|
Loan commitments
|
|
$
|
7.4 million
|
|
Unused lines of credit
|
|
$
|
37.8 million
|
|
Letters of credit
|
|
$
|
0.8 million
|
|
Note 6. Recent Relevant Accounting Pronouncements
In June 2009, the FASB issued ASU 2009-01 Topic105
Generally Accepted Accounting
Principles-amendments based on Statement of Financial Accounting Standards No. 168 The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (formerly FASB Statement No. 168).
Under the ASU
The FASB Accounting
Standards Codification
(Codification) became the source of authoritative U.S. generally
accepted accounting principles (GAAP) recognized by the FASB to be applied by
nongovernmental entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this
ASU of September 15, 2009, the Codification superseded all then-existing non-SEC accounting
and reporting standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification will become non-authoritative. In the FASBs view, the issuance
of this ASU and the Codification will not change GAAP, except for those nonpublic
nongovernmental entities that must now apply the American Institute of Certified Public
Accountants Technical Inquiry Service Section 5100, Revenue Recognition, paragraphs 38-76.
The adoption of ASU 2009-01 did not have a material impact on the Companys consolidated
financial statements.
The FASB Accounting Standards Codification (Codification) is the single source of
authoritative nongovernmental U.S. generally accepted accounting principles. An Accounting
Standards Update (ASU) is not authoritative; it only provides background information about
an issue, updates the Codification and provides the basis for conclusions for the Boards
decisions to update the Codification.
10
On January 12, 2009, the FASB amended Topic 820 Fair Value Measurement and Disclosures of
The FASB Accounting Standards Codification (ASC)
to reduce complexity and achieve
more consistent determinations as to whether other-than-temporary impairments of available
for sale or held to maturity debt securities have occurred. The ASU was effective for
interim and annual reporting periods ending after December 15, 2008. The adoption of this
ASU did not have an impact on the Companys consolidated financial statements. This ASU was
formerly FASB Staff Position EITF 99-20-1,
Amendments to the Impairment Guidance of EITF
Issue No. 99-20
(FSP).
In April 2009, the FASB issued three amendments to provide additional guidance and
disclosures regarding fair value measurements and impairments of securities. These three
amendments were effective for interim and annual periods ending after June 15, 2009. The
adoption of these amendments did not have a material impact on the Companys consolidated
financial statements. These amendments were formerly:
FSP FAS 157-4.
Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly
, provides guidance for estimating fair value when the volume and
level of activity for an asset or liability have significantly decreased. This
amendment is included in ASC 820-10-35.
FSP FAS 115-2 and FAS 124-2
Recognition and Presentation of Other-Than-Temporary
Impairment
provided guidance for impaired debt securities to make the guidance more
operational and to improve the presentation and disclosure of other-than-temporary
impairments on debt and equity securities in financial statements
.
This amendment is
included in ASC 320-10-25.
FSP FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial
Instruments
, required disclosure about fair value of financial instruments for
interim reporting periods of publicly traded companies as well as in annual
financial statements. This amendment is included in ASC 825-10-50.
In May 2009, the FASB issued FASB Statement No. 165,
Subsequent Events,
which established
general standards of and accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available to be issued.
This FASB was effective for interim and annual periods ending after June 15, 2009. The
Company has complied with the requirements of FASB 165. This amendment is included in ASC
855-10-50 and 55.
In June 2009, the FASB issued FASB Statement No. 166,
Accounting for Transfers of Financial
Assets an amendment of FASB Statement No. 140
to improve the reporting for the transfer of
financial assets resulting from 1) practices that have developed since the issuance of FASB
Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities,
that are not consistent with the original intent and key
requirements of that Statement and (2) concerns of
financial statement users that many of the financial assets (and related obligations) that
have been derecognized should continue to be reported in the financial statements of
transferors. This Statement must be applied as of the beginning of each reporting entitys
first annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period and for interim and annual reporting periods
thereafter. Earlier application is prohibited. The Company will review the requirements of
FASB No. 166 and comply with its requirements. The Company does not expect that the adoption
of this Statement will have a material impact on the Companys consolidated financial
statements. This amendment is included in ASC 860-10.
In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167,
Amendments to FASB Interpretation No. 46(R)
to amend certain requirements of FASB
Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities
to improve financial reporting by enterprises involved with variable interest entities and
to provide more relevant and reliable information to users of financial statements. The
Statement is effective as of the beginning of each reporting entitys first annual reporting
period that begins after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter. Earlier
application is prohibited. The Company will review the requirements of FASB No. 167 and
comply with its requirements. The Company does not expect that the adoption of this
Statement will have a material impact on the Companys consolidated financial statements.
This amendment is included in ASC 942-810.
11
|
|
|
ITEM 2.
|
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
.
|
Forward-Looking Statements
Certain information contained in this discussion may include forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements are generally
identified by phrases such as the Company expects, the Company believes or words of similar
import. Such forward-looking statements involve known and unknown risks including, but not limited
to, changes in general economic and business conditions, interest rate fluctuations, competition
within and from outside the banking industry, new products and services in the banking industry,
risk inherent in making loans such as repayment risks and fluctuating collateral values, problems
with technology utilized by the Company, changing trends in customer profiles and changes in laws
and regulations applicable to the Company. Although the Company believes that its expectations
with respect to the forward-looking statements are based upon reliable assumptions within the
bounds of its knowledge of its business and operations, there can be no assurance that actual
results, performance or achievements of the Company will not differ materially from any future
results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned against placing undue reliance on any such forward-looking statements. The
Companys past results are not necessarily indicative of future performance.
General
CommerceFirst Bancorp, Inc. (the Company) is the bank holding company for CommerceFirst Bank, a
Maryland chartered commercial bank headquartered in Annapolis, Maryland (the Bank). The Bank was
capitalized, became a wholly owned subsidiary of the Company and commenced operations on June 29,
2000. The Companys common stock trades on the NASDAQ Capital Market under the symbol CMFB.
The Company continued its efforts to increase investments in loans during 2009 to better utilize
its resources and leverage new capital obtained from the issuance of common stock in 2005. Loans
increased by 17.5% during the first nine months of 2009. The increase in loan volume and the
reduction of the cost of deposits resulted in an increase in net interest margin.
The Company continued a pattern of asset and revenue growth during the first nine months of 2009
but operating results have been adversely affected by increases in federal deposit insurance
premiums, including a special assessment, and increases in the provision for loan losses in
recognition of the effect of uncertain economic conditions on the Companys loans. Key measurements
and events for the period include the following:
|
|
|
Total assets at September 30, 2009 increased by 17.2% to $195.3 million as compared
to $166.6 million as of December 31, 2008.
|
|
|
|
|
Net loans outstanding increased by 17.5% from $151.1 million as of December 31, 2008
to $177.6 million as of September 30, 2009.
|
|
|
|
|
Deposits at September 30, 2009 were $173.7 million, an increase of $28.5 million or
19.6% from $145.2 million as of December 31, 2008.
|
12
|
|
|
The Companys net income for the nine month period ended September 30, 2009 was
$292.4 thousand as compared to net income of $400.6 thousand for the nine month period
ended September 30, 2008. The decline was primarily the result of increased provision
for loan losses during 2009 as well as increases in federal deposit insurance premiums.
|
|
|
|
|
Net interest income, the Companys main source of income, was $5.2 million during
the nine month period ended September 30, 2009 compared to $4.2 million for the same
period in 2008, an increase of 23.0%, reflecting increased loan volume and higher net
interest margins.
|
|
|
|
|
Non-interest income increased by $60 thousand for the nine month period ended
September 30, 2009 as compared to the nine month period ended September 30, 2008.
|
|
|
|
|
Non-interest expenses increased by $194 thousand or 5.0%, for the nine months ended
September 30, 2009, as compared to the same period in 2008.
|
A discussion of the factors leading to these changes can be found in the discussion below.
Critical Accounting Policies
CommerceFirst Bancorp, Inc.s consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States and follow general practices within
the industry in which it operates. Application of these principles requires management to make
estimates, assumptions and judgments that affect the amounts reported in the financial statements
and accompanying notes. These estimates, assumptions and judgments are based on information
available as of the date of the financial statements; accordingly, as this information changes, the
financial statements could reflect different estimates, assumptions and judgments. Certain
policies inherently have a greater reliance on the use of estimates, assumptions and judgments and
as such have a greater possibility of producing results that could be materially different than
originally reported. Estimates, assumptions and judgments are necessary when assets and
liabilities are required to be recorded at fair value, when a decline in the value of an asset not
carried on the financial statements at fair value warrants an impairment write-down or valuation
reserve to be established, or when an asset or liability needs to be recorded contingent upon a
future event. Carrying assets and liabilities at fair value inherently results in more financial
statement volatility. The fair values and the information used to record valuation adjustments for
certain assets and liabilities are based either on quoted market prices or are provided by other
third-party sources, when available.
The most significant accounting policies followed by CommerceFirst Bancorp, Inc. are presented in
Note 1 to the Companys annual audited consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 2008. These policies, along with the
disclosures presented in the other financial statement notes and in this discussion, provide
information on how significant assets and liabilities are valued in
the financial statements and how those values are determined. Based on the valuation techniques
used and the sensitivity of financial statement amounts to the methods, assumptions and estimates
underlying those amounts, management has identified the determination of the allowance for loan
losses as the accounting area that requires the most subjective or complex judgments, and as such
could be most subject to revision as new information becomes available.
CommerceFirst Bancorp, Inc. believes it has developed appropriate policies and procedures for
assessing the adequacy of the allowance for loan losses, recognizing that this process requires a
number of assumptions and estimates with respect to its loan portfolio. CommerceFirst Bancorp,
Inc.s assessments may be affected in future periods by changes in economic conditions, the impact
of regulatory examinations and the discovery of information with respect to borrowers that is not
known to management at the time of the issuance of the consolidated financial statements.
13
RESULTS OF OPERATIONS
General
.
The Company reported net income of $292.4 thousand for the nine month period ended September 30,
2009 as compared to net income of $400.6 thousand for the nine month period ended September 30,
2008. The reduced earnings in 2009 are the result of the increase in the provision for loan losses
from $167.6 thousand during the first nine months of 2008 to $1.15 million for the same period in
2009. The Company is increasing its allowance for loan losses in recognition of the detrimental
effect of the weakened economy on its loan customers and increases in loan volume. The level of
impaired loans and the amount of loans for which specific reserves have been established have
increased as compared to the nine months of 2008 resulting in the increase of provisions for loan
losses during the nine months of 2009 as compared to the same period in 2008. Net interest income
increased during 2009 as compared to 2008 by $968.4 thousand (23.0%). During 2008, the Companys
net interest income was negatively affected by the reduced interest rate environment initiated by
the Federal Reserve Bank in late 2007. In the nine months of 2009, the average interest rate paid
on interest bearing funds declined at a more rapid pace then the decline in the average interest
rate earned on interest earning assets. This resulted in increases in net interest spread, net
interest margin and net interest income. The increase in non-interest expenses of $194.1 thousand
was somewhat offset by increases in non- interest income of $59.7 thousand. The largest
non-interest expense increase was the $258.5 thousand increase in federal deposit insurance
premiums.
Return on Average Assets and Average Equity
. The following table shows the return on average assets
and average equity for the period shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Year ended
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Equity
|
|
|
1.91
|
%
|
|
|
2.63
|
%
|
|
|
1.92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Earning Assets
|
|
|
0.22
|
%
|
|
|
0.35
|
%
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of Average Equity to
Average Assets
|
|
|
11.24
|
%
|
|
|
12.96
|
%
|
|
|
12.86
|
%
|
Nine months ended September 30, 2009
Net Interest Income and Net Interest Margin
.
Net interest income is the amount by which interest earned on assets exceeds the interest paid on
interest-bearing liabilities. The Companys principal interest earning assets are loans to
businesses. Interest-bearing liabilities consist primarily of savings accounts, money market
accounts and certificates of deposit. Generally, changes in net interest income are measured by
net interest rate spread and net interest margin. Net interest rate spread is equal to the
difference between the average rate earned on interest earning assets and the average rate incurred
on interest-bearing liabilities. Net interest margin represents the difference between interest
income (including net loan fees earned) and interest expense calculated as a percentage of average
earning assets.
Total interest income increased by $697.2 thousand or 8.7% to $8.7 million for the nine month
period ended September 30, 2009. This increase in interest income was attributable to the increase
in average earning assets during the first nine months of 2009 of $25.9 million as compared to the
same period in 2009. Interest income was adversely affected by the decline in the yield of the
average earning assets from 7.0% in 2008 to 6.5% in 2009.
Interest expense decreased by $271.1 thousand or 7.1% to $3.5 million for the nine months ended
September 30, 2009 as compared to $3.8 million during the first nine months of 2008. This decrease
was primarily attributable to the decrease in the cost of funds from 4.4% during the first nine of
2008 to 3.4% during the first nine months of 2009 as the result of declining interest rates on
certificates of deposit. The decline in the cost of funds was partially offset by the increase in
average interest bearing liabilities of $23.1 million during 2009 as compared to 2008.
14
The net interest income for the nine month period ended September 30, 2009 was $5.2 million as
compared to $4.2 million for the same period in 2008. Net interest income increased primarily
because of the increase in average earning assets and the reduced cost of funds during the nine
months ended September 30, 2009 as compared to the nine months ended September 30, 2008.
The following table shows the average balances and the rates of the various categories of the
Companys assets and liabilities. Nonperforming loans are included in average balances in the
following table:
AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30:
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
|
Average
|
|
|
|
|
|
|
Yield/
|
|
(in thousands)
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable
|
|
$
|
165,615
|
|
|
$
|
8,606
|
|
|
|
6.95
|
%
|
|
$
|
135,163
|
|
|
$
|
7,588
|
|
|
|
7.48
|
%
|
Investment securities
|
|
|
3,018
|
|
|
|
101
|
|
|
|
4.47
|
%
|
|
|
8,480
|
|
|
|
281
|
|
|
|
4.41
|
%
|
Interest bearing deposits
|
|
|
8,984
|
|
|
|
17
|
|
|
|
0.25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold
|
|
|
1,211
|
|
|
|
2
|
|
|
|
0.22
|
%
|
|
|
9,269
|
|
|
|
160
|
|
|
|
2.30
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Earning Assets
|
|
|
178,828
|
|
|
|
8,726
|
|
|
|
6.52
|
%
|
|
|
152,912
|
|
|
|
8,029
|
|
|
|
7.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less allowance for loan losses
|
|
|
(2,133
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,729
|
)
|
|
|
|
|
|
|
|
|
Non-Interest Earning Assets
|
|
|
5,693
|
|
|
|
|
|
|
|
|
|
|
|
5,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
182,388
|
|
|
|
|
|
|
|
|
|
|
$
|
156,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest -Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand deposits
|
|
$
|
1,965
|
|
|
|
1
|
|
|
|
0.07
|
%
|
|
$
|
1,550
|
|
|
$
|
3
|
|
|
|
0.26
|
%
|
Money market deposit accounts
|
|
|
12,335
|
|
|
|
49
|
|
|
|
0.53
|
%
|
|
|
18,391
|
|
|
|
286
|
|
|
|
2.07
|
%
|
Savings accounts
|
|
|
2,183
|
|
|
|
31
|
|
|
|
1.90
|
%
|
|
|
55
|
|
|
|
|
|
|
|
0.00
|
%
|
Certificates of deposit
|
|
|
123,267
|
|
|
|
3,466
|
|
|
|
3.76
|
%
|
|
|
93,905
|
|
|
|
3,501
|
|
|
|
4.97
|
%
|
Securities sold under agreements
to repurchase
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,763
|
|
|
|
28
|
|
|
|
1.35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest Bearing Liabilities
|
|
|
139,750
|
|
|
|
3,547
|
|
|
|
3.39
|
%
|
|
|
116,664
|
|
|
|
3,818
|
|
|
|
4.36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
21,078
|
|
|
|
|
|
|
|
|
|
|
|
19,028
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
1,052
|
|
|
|
|
|
|
|
|
|
|
|
929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
161,880
|
|
|
|
|
|
|
|
|
|
|
|
136,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
20,508
|
|
|
|
|
|
|
|
|
|
|
|
20,342
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
182,388
|
|
|
|
|
|
|
|
|
|
|
$
|
156,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
|
|
|
$
|
5,179
|
|
|
|
|
|
|
|
|
|
|
$
|
4,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Spread
|
|
|
|
|
|
|
|
|
|
|
3.13
|
%
|
|
|
|
|
|
|
|
|
|
|
2.64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin
|
|
|
|
|
|
|
|
|
|
|
3.87
|
%
|
|
|
|
|
|
|
|
|
|
|
3.67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yields on securities are calculated based on amortized cost.
Net interest margin was 3.9% in the first nine months of 2009 as compared to 3.7% in the
comparable period in 2008. Interest spread was 3.1% in the first nine months of 2009, as compared
to the 2.6% in the comparable period in 2008 reflecting the greater reduction in the cost of
interest bearing funds as compared to the reduced earnings rate of interest earning assets. The
growth in loans receivable as well as the re-pricing of interest bearing deposits at lower interest
rates combined to improve the net interest spread and net interest margin.
15
The following table sets forth certain information regarding changes in interest income and
interest expense of the Company. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to: (i) changes in volume (change in
volume of the asset multiplied by the prior years rate) and (ii) changes in rates (change in rate
multiplied by the current years volume).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009 vs. September 30, 2008
|
|
|
|
Increase (Decrease)
|
|
(In thousands)
|
|
Volume
|
|
|
Rate
|
|
|
Total
|
|
|
Interest-Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold
|
|
$
|
(139
|
)
|
|
$
|
(19
|
)
|
|
$
|
(158
|
)
|
Interest bearing deposits
|
|
|
17
|
|
|
|
|
|
|
|
17
|
|
Investment portfolio
|
|
|
(181
|
)
|
|
|
1
|
|
|
|
(180
|
)
|
Loans receivable
|
|
|
1,710
|
|
|
|
(692
|
)
|
|
|
1,018
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Interest Income
|
|
|
1,407
|
|
|
|
(710
|
)
|
|
|
697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits
|
|
|
949
|
|
|
|
(1,192
|
)
|
|
|
(243
|
)
|
Securities sold under agreements
to repurchase
|
|
|
(28
|
)
|
|
|
|
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Change in Interest Expense
|
|
|
921
|
|
|
|
(1,192
|
)
|
|
|
(271
|
)
|
|
|
|
|
|
|
|
|
|
|
Change in Net Interest Income
|
|
$
|
486
|
|
|
$
|
482
|
|
|
$
|
968
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Loan Losses.
The provision for loan losses represents the amount charged against
earnings to increase the allowance for loan losses to the level deemed appropriate by management.
The provision for loan losses and the allowance for loan losses are based on managements ongoing
assessment of the Companys credit exposure and consideration of certain other relevant factors.
The provision for loan losses was $1.15 million during the nine months ended September 30, 2009 as
compared to $167.5 thousand for the nine months ended September 30, 2008. The Company is increasing
its provision for loan losses to address identified loan concerns and in recognition of the
detrimental effect of the weakened economy. The provision was also increased because of the
increase in loan balances from 2008 to 2009. The allowance is comprised of specific and general
allowance amounts.
Non-Interest Income
. Non-interest income principally consists of gains from the sale of the
guaranteed portion of Small Business Administration loans and from deposit account services
charges. For the nine months ended September 30, 2009, gains on sales of the guaranteed portion of
SBA loans were $164.4 thousand whereas gains on sales of SBA loans amounted to $222.1 thousand
during the first nine months of 2008. Generally, the Bank desires to sell the guaranteed portion
of most additional SBA loans resulting in a continuing stream of income that may vary significantly
from quarter to quarter, depending in part upon the volume of loans actually sold. Deposit account
service charges amounted to $338.6 thousand during the nine months ended September 30, 2009 as
compared to $180.7 thousand for the same period in 2008 reflecting higher service charges assessed
on deposit account activities. The Company increased service charge rates as well as chargeable
items during 2009.
Non-Interest Expense
. Non-interest expense increased by $194.1 thousand during the nine month
period ended September 30, 2009 as compared to the same period in 2008, a 5.0% increase. The
increase in FDIC insurance assessments of $258.5 thousand, including $86.6 thousand in special
assessment paid and $43 thousand of possible special assessments accrued for the fourth quarter of
2009, was the primary cause of the increase in non-interest expense for the nine months ended
September 30, 2009. The status of further special insurance premium assessments is unknown as the
FDIC continues to consider strategies to increase its liquidity and capital reserves, including the
potential requirement to prepay three years of premiums.
Income Tax Expense
. During the nine months ended September 30, 2009, the Company recorded an income
tax expense of $196.5 thousand as compared to a $236.2 thousand expense during the same period in
2008. The income tax expense was 40.2% of income before taxes in 2009 and 37.1% of income before
taxes in 2008. In the nine month period ended September 30, 2008, the effective income tax rate was
reduced because of the effect of a 2008 state tax rate change on deferred tax items.
16
Three months ended September 30, 2009
Net Interest Income and Net Interest Margin
.
Total interest income increased by $384.4 thousand or 14.4% to $3.1 million for the three-month
period ended September 30, 2009. This increase in interest income was attributable to the increase
in average earning assets during 2009 as compared to 2008. The interest income was adversely
affected by the decline in the yield of the average earning assets.
Interest expense decreased by $72.1 thousand or 5.7% to $1.2 million for the three months ended
September 30, 2009 as compared to the same period of 2008. This decrease was primarily
attributable to the decrease in the cost of funds. The decline in the cost of funds was partially
offset by the increase in average interest bearing liabilities during 2009 as compared to 2008.
The net interest income for the three-month period ended September 30, 2009 was $1.8 million as
compared to $1.4 million for the same period in 2008. Net interest income increased primarily
because of the increase in average earning assets and the reduced cost of funds during the three
months ended September 30, 2009 as compared to the three months ended September 30, 2008.
Provision for Loan Losses.
The provision for loan losses was $350.3 thousand during the three
months ended September 30, 2009 as compared to $108.3 thousand for the three months ended September
30, 2008. The Company is increasing its provision for loan losses to address identified loan
concerns and in recognition of the detrimental effect of the weakened economy. The provision was
also increased because of the increase in loan balances from 2008 to 2009. The allowance is
comprised of specific and general allowance amounts.
Non-Interest Income
. For the three months ended September 30, 2009, gains on sales of the
guaranteed portion of SBA loans were $46.9 thousand whereas gains on sales of SBA loans amounted to
$92.1 thousand during the same period in 2008. Deposit account service charges amounted to $130.8
thousand during the three months ended September 30, 2009 as compared to $63.8 thousand for the
same period in 2008 reflecting higher service charges assessed on deposit account activities. The
Company increased service charge rates as well as chargeable items during 2009.
Non-Interest Expense
. Non-interest expense increased by $65.6 thousand during the three-month
period ended September 30, 2009 as compared to the same period in 2008, a 5.1% increase. The
increase in FDIC insurance assessments of $70.9 thousand, including the accrual of $43 thousand in
possible special assessments, was the primary cause of the increase in non-interest expense for the
three months ended September 30, 2009. The status of further special insurance premium assessments
is unknown as the FDIC continues to consider strategies to increase its liquidity and capital
reserves, including the potential requirement to prepay three years of premiums.
Income Tax Expense
. During the three months ended September 30, 2009, the Company recorded an
income tax expense of $128 thousand as compared to a $58.6 thousand expense during the same period
in 2008. The income tax expense was 40.0% of income before taxes in 2009 and 39.1% of income before
taxes in 2008.
FINANCIAL CONDITION.
General
.
The Companys assets at September 30, 2009 were $195.3 million, an increase of $28.7
million or 17.2%, from December 31, 2008. Gross loans totaled $179.8 million is comprised of real
estate loans of $113.1 million, an increase of $26.8 million, or 17.5%, from December 31, 2008 and
commercial loans of $66.7 million, an increase of $7.9 million, or 13.5% from December 31, 2008. At
September 30, 2009, deposits totaled $173.7 million an increase of $28.5 million, or 19.5%, from
December 31, 2008. Deposits at September 30, 2009 are comprised primarily of certificates of
deposit of $135.8 million, NOW and Money Market accounts of $9.3 million, savings accounts of $7.0
million and noninterest bearing deposits of $21.6 million.
17
Significant further growth of the Company may be limited because the current level of capital will
not support rapid short term growth while maintaining regulatory capital expectations. Loan
portfolio growth will need to be funded by increases in deposits as the Company has limited amounts
of on-balance sheet assets deployable into loans. Growth will depend upon Company earnings and/or
the raising of additional capital.
Loan Portfolio.
The loan portfolio is the largest component of earning assets and accounts for the
greatest portion of total interest income. At September 30, 2009, net loans were $177.6 million, a
17.5% increase from the $151.1 million in loans outstanding at December 31, 2008. In general, loans
consist of internally generated loans and, to lesser degree, participation loans purchased from
other local community banks. Lending activity is generally confined to our immediate market areas.
The Company continues its efforts to increase investments in loans to better utilize its resources
and leverage capital obtained from the issuance of common stock in 2005. The Company has not
reduced its credit underwriting standards to achieve loan growth. The Company has approximately
$2.7 million of acquisition and construction loans secured by residential building lots. The
Company does not engage in foreign lending activities. Loans secured by residential real estate are
loans to investors for commercial purposes. The Bank does not lend funds to consumers. The
following table presents the composition of the loan portfolio by type of loan at the dates
indicated.
Loans receivable, net is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
Percentage
|
|
(in thousands)
|
|
Balance
|
|
|
of Loans
|
|
|
Balance
|
|
|
of Loans
|
|
Commercial & industrial loans
|
|
$
|
66,727
|
|
|
|
37.1
|
%
|
|
$
|
58,783
|
|
|
|
38.4
|
%
|
Real estate loans secured by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
22,261
|
|
|
|
12.4
|
%
|
|
|
19,007
|
|
|
|
12.4
|
%
|
Commercial real estate
|
|
|
90,843
|
|
|
|
50.5
|
%
|
|
|
75,200
|
|
|
|
49.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans
|
|
|
113,104
|
|
|
|
62.9
|
%
|
|
|
94,207
|
|
|
|
61.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
179,831
|
|
|
|
100.0
|
%
|
|
|
152,990
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned loan fees, net
|
|
|
(77
|
)
|
|
|
|
|
|
|
(29
|
)
|
|
|
|
|
Allowance for loan losses
|
|
|
(2,150
|
)
|
|
|
|
|
|
|
(1,860
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
177,604
|
|
|
|
|
|
|
$
|
151,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the interest rate sensitivity of the loan portfolio at September 30,
2009. Demand loans, loans without a stated maturity and overdrafts are reported as due in one year
or less. Floating rate loans are reported to reflect the period until re-pricing.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate sensitivity of loan portfolio
|
|
|
|
One Year
|
|
|
After One Year
|
|
|
After Five
|
|
|
|
|
(In thousands)
|
|
or Less
|
|
|
through Five Years
|
|
|
Years
|
|
|
Total
|
|
|
|
$
|
75,636
|
|
|
$
|
98,169
|
|
|
$
|
6,026
|
|
|
$
|
179,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses.
The adequacy of the allowance for loan losses is evaluated based upon
loan categories except for loans rated substandard, doubtful or loss, which are evaluated
separately and assigned loss amounts based upon the evaluation. Loss ratios are applied to each
category of loan to determine estimated loss amounts. Categories of loans are identified
commercial, SBA and mortgage loans. Loss ratios are determined based upon losses incurred adjusted
for the effect of current economic conditions, any industry concentration or identified weakness in
an industry, credit management and underwriting policies changes and secured versus unsecured
nature of loan category. At September 30, 2009, the range of the loss ratios used to determine
estimated losses by
loan category were: commercial loans 0.75%; SBA loans (unguaranteed portion) 5.5% and real
estate loans- 0.20% to 1.24%. These loss ratios are about 0.30% higher than the ratios applied at
December 31, 2008 reflecting general weaknesses in economic conditions. Additional losses are
estimated resulting from additional identified risks factors, such as loans with underwriting
exceptions, the level and direction of payment delinquencies and the level of large loans. These
additional loss estimates are not allocated to the separate loan categories.
18
The adequacy of the allowance for loan losses is also reviewed at least quarterly using risk
ratings applied to the loans based upon rating criteria consistent with regulatory definitions.
The risk rating is adjusted, as necessary, if loans become delinquent, if significant adverse
information is discovered regarding the underlying credit and, in the case of commercial loans and
commercial real estate loans, the normal periodic review of the underlying credit indicates that a
change in risk rating is appropriate. An estimated low and high loss percentage is applied to
loans in each risk rating. These loss percentages increase as the loan risk rating increases.
Loans rated as substandard, doubtful or loss are evaluated separately and assigned loss amounts
based upon the separate evaluation. Risks factors identified beyond individual loan risks, such as
economic conditions, underwriting exceptions and loan concentrations are quantified based upon
managements estimations of loss exposure. Loss percentages used are generally based upon
managements best estimates considering losses incurred. Estimated low and high allowance for
loan loss amounts are derived by accumulating the estimated losses using the low and high loss
percentages for each risk rating and adding losses based upon separate loan evaluations and
identified other risks. The actual allowance for loan losses is compared to this range to
ascertain that it is reasonably situated within the range. In addition, on at least a quarterly
basis, the recorded allowance for loan losses (as a percent of loans) is compared to peer group
levels to ascertain the reasonableness of the estimate. At September 30, 2009, the actual allowance
for loan losses of 1.20% was between the low and high allowance amounts of 1.03% and 1.28%,
respectively.
The allowance for loan losses represents 1.20% and 1.22% of loans receivable at September 30, 2009
and December 31, 2008, respectively. The Company has no exposure to foreign countries or foreign
borrowers. Management believes that the allowance for loan losses is adequate for each period
presented.
The activity in the allowance for loan losses is shown in the following table.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
Year Ended
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(In thousands)
|
|
2009
|
|
|
2008
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
1,860
|
|
|
$
|
1,665
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
|
(726
|
)
|
|
|
(497
|
)
|
Commercial real estate loan
|
|
|
(138
|
)
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
Commercial loans
|
|
|
4
|
|
|
|
45
|
|
|
|
|
|
|
|
|
Net charge offs
|
|
|
(860
|
)
|
|
|
(452
|
)
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
1,150
|
|
|
|
647
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
2,150
|
|
|
$
|
1,860
|
|
|
|
|
|
|
|
|
The ratio of net charge-offs as a percentage of average loans was 0.52% during the nine months
ended September 30, 2009 and 0.33% during the year ended December 31, 2008.
Additionally, the Company has established a reserve for unfunded commitments that is recorded by a
provision charged to other expenses. At September 30, 2009 the balance of this reserve was $52.5
thousand. The reserve, based on evaluations of the collectability of loans, is an amount that
management believes will be adequate over time to absorb possible losses on unfunded commitments
(off-balance sheet financial instruments) that may become uncollectible in the future.
19
Asset Quality
.
In its lending activities, the Company seeks to develop sound loans with customers
who will grow with the Company. There has not been an effort to rapidly build the portfolio and
earnings at the sacrifice of asset quality. At the same time, the extension of credit inevitably
carries some risk of non-payment.
Non-accrual loan activity is summarized as follows since December 31, 2008:
|
|
|
|
|
(in thousands)
|
|
Loan Amount
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
$
|
5,819
|
|
New loans placed on non-accrual
|
|
|
2,331
|
|
Less:
|
|
|
|
|
Loan restored to interest earning status
|
|
|
1,266
|
|
Pay-off : Sold in foreclosure
|
|
|
576
|
|
Other real estate owned addition
|
|
|
653
|
|
Charge offs
|
|
|
873
|
|
Other
|
|
|
12
|
|
|
|
|
|
Balance at September 30, 2009
|
|
$
|
4,770
|
|
|
|
|
|
Included in the amount of non-accrual loans at September 30, 2009 is a loan in the amount of $1,809
thousand which is well secured by real estate.
Information regarding loans classified as impaired follows:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(in thousands)
|
|
2009
|
|
|
2008
|
|
Loans classified as impaired with specific reserves
|
|
$
|
2,783
|
|
|
$
|
1,892
|
|
Loans classified as impaired with no specific reserves
|
|
|
1,987
|
|
|
|
3,927
|
|
|
|
|
|
|
|
|
Total loans classified as impaired
|
|
$
|
4,770
|
|
|
$
|
5,819
|
|
|
|
|
|
|
|
|
Allowance for loan losses on impaired loans
|
|
$
|
759
|
|
|
$
|
840
|
|
Average balance of impaired loans during period
|
|
$
|
4,704
|
|
|
$
|
2,142
|
|
The loans classified as impaired with specific reserves at September 30, 2009 include a non-accrual
loan in the amount of $483 thousand which loan is secured by an assignment of life insurance
proceeds. The specific reserve allocated to this loan is $342 thousand. Two loans outstanding to a
borrower and entity controlled by the same borrower totaling $1,457 thousand have specific reserves
established in the total amount of $58 thousand. These loans were placed on non-accrual status in
September 2009. These two loans are secured by residential real estate and corporate assets.
Specific reserves in the amount of $359 thousand have been established for the remaining balance of
classified loans (eight loans with balances totaling $843 thousand) with specific reserves. The
above loans are in various stages of collection.
The loans classified as impaired without established specific reserves at September 30, 2009
include a loan well secured by commercial real estate in the amount of $1,809 thousand. The
remaining balance of such loans is comprised of four loans in various stages of collection.
The Company acquired real property under a foreclosure process concluded in March 2009. The Company
recognized a loss of approximately $138 thousand in connection with the foreclosure. The property
is a commercial building with an existing tenant for a large part of the premises with a value of
approximately $653 thousand. The Company intends to market the property when the real estate market
can support a sale at a reasonable price.
Generally, the accrual of interest is discontinued when a loan is specifically determined to be
impaired or when principal or interest is delinquent for ninety days or more. During 2009, there
were no amounts included in gross interest income attributable to loans in non-accrual status.
20
A well secured real estate loan in the carrying amount of $1,266 thousand at September 30, 2009 was
restructured through a forbearance agreement during the first quarter of 2009. The borrower has
complied with the requirements under the forbearance agreement including payment requirements and
the loan was placed back on an accrual basis. Interest payments of $39 thousand had been received
on this previously classified non-accrual impaired loan and recognized in interest income in the
second quarter of 2009.
Investment Portfolio
.
During September 2009 the U.S. Treasury note held in the investment
portfolio matured and was redeemed. These funds have not been reinvested in notes or bonds as of
September 30, 2009. Fluctuations in this portfolio will occur dependent upon estimated future
excess liquidity (as opposed to short term investments such as Federal funds). Timing of
investments in this portfolio can be affected by conditions in the bond markets. The Company has
purchased Federal Reserve stock in accordance with regulation and expects to maintain small equity
positions in stock in two bankers banks to facilitate loan participations.
The following table provides information regarding the composition of the Banks investment
securities portfolio at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Securities and Stocks
|
|
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
Percent
|
|
(In thousands)
|
|
Amount
|
|
|
of Total
|
|
|
Amount
|
|
|
of Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities,
at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries
|
|
$
|
|
|
|
|
100.00
|
%
|
|
$
|
3,086
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in stocks,
at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Reserve Stock
|
|
|
465
|
|
|
|
88.2
|
%
|
|
|
405
|
|
|
|
86.7
|
%
|
Corporate equities
|
|
|
62
|
|
|
|
11.8
|
%
|
|
|
62
|
|
|
|
13.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stocks
|
|
$
|
527
|
|
|
|
100.0
|
%
|
|
$
|
467
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The value of the U.S. Treasury investment securities were derived from market quotes as reported to
the Company by a third party brokerage firm. Corporate equities are comprised of common stock in
two bankers banks and are generally not readily marketable.
Deposits.
Deposits are the major source of funds for lending and investment activities. Deposits
increased $28.5 million (19.6%) to $173.7 million at September 30, 2009 from $145.2 million at
December 31, 2008. Non-interest bearing deposits decreased $2.0 million or 8.4%, interest bearing
demand accounts (Money Market and NOW accounts) increased by $5.0 million or 35.0%, savings
accounts deposits increased $6.8 million from $147 thousand at December 31, 2008 and certificates
of deposit increased $28.6 million, or 26.7%, during the nine months ended September 30, 2009.
Certificates of deposit in amounts of $100 thousand and over totaled $76.0 million at September 30,
2009 and $65.7 million at December 31, 2008. Deposits are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
(in thousands)
|
|
2009
|
|
|
2008
|
|
Non-interest bearing deposits
|
|
$
|
21,627
|
|
|
$
|
23,599
|
|
Savings deposits
|
|
|
6,961
|
|
|
|
148
|
|
Interest bearing demand deposits
|
|
|
9,293
|
|
|
|
14,296
|
|
Certificates of deposit
|
|
|
135,825
|
|
|
|
107,198
|
|
|
|
|
|
|
|
|
|
|
$
|
173,706
|
|
|
$
|
145,241
|
|
|
|
|
|
|
|
|
21
The Company began to offer a new premium saving account during 2009 resulting in the substantial
increase in the balances of saving accounts at September 30, 2009. This account is attractively
priced to increase deposits and to increase the Companys deposit customer base. The fluctuation in
interest bearing demand deposits is generally attributable to fluctuations in deposit accounts of
title companies. Brokered deposits, including funds obtained under the CDARS program, decreased by
$1.4 million to $48.7 million during the nine months ended September 30, 2009.
LIQUIDITY AND CAPITAL RESOURCES.
The Companys principal sources of funds are deposits, consisting of demand deposits, NOW accounts,
money market accounts, savings accounts and certificates of deposit. These accounts provide the
Company with a relatively stable source of funds. We generally target larger deposit relationships
by offering competitive interest rates on certificates of deposit of $100,000 or more in our local
markets. We supplement our local deposits with out-of-area deposits including deposits obtained
through the use of brokers and through the CDARS program. As a result, a substantial portion of our
deposits, 43.8% at September 30, 2009 (37.8% at December 31, 2008), are comprised of certificate of
deposit accounts of $100 thousand or more, while total certificates of deposit represent 78.2% of
deposits at September 30, 2009. The Companys reliance on certificates of deposit, including the
use of larger denomination certificates of deposit and brokered deposits facilitates funding the
rapid growth in the loan portfolio. The Bank has relied on certificates of deposit as a primary
funding source, and has used larger certificates of deposits as a funding source, since its
inception. While sometimes requiring higher interest rates, such funds carry lower acquisition
costs (marketing, overhead costs) and can be obtained when required at the maturity dates desired.
Substantially all of the deposit accounts over $100 thousand are fully insured by the FDIC through
differing ownership and trustee arrangements. All of the brokered deposits and national market
deposits are fully insured by the FDIC. This insurance and the strong capital position of the Bank
reduce the likelihood of large deposit withdrawals for reasons other than interest rate
competition. Interest rates on these deposits can be higher than other deposits products. There is,
however, a risk that some deposits would be lost if rates were to increase and the Bank elected not
to remain competitive with its own deposit rates. Under those conditions, the Bank believes that it
is positioned to use other sources of funds, such as borrowing on its unsecured credit facilities
with other banks or the sale of investment securities or borrowing using the securities as
collateral, to offset a decline in deposits in the short run.
The table below shows the source of the Companys certificate of deposits (CDs) as well as the
amount equal to or greater than $100,000:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDs with balances
|
|
|
CDs with balances
|
|
|
|
|
Source
|
|
of less than
|
|
|
of $100,000 or
|
|
|
|
|
(thousands)
|
|
$100,000
|
|
|
greater
|
|
|
Total
|
|
Local markets
|
|
$
|
13,605
|
|
|
$
|
57,291
|
|
|
$
|
70,896
|
|
National market
|
|
|
15,656
|
|
|
|
548
|
|
|
|
16,204
|
|
CDARS program:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers funds
|
|
|
6,019
|
|
|
|
7,404
|
|
|
|
13,423
|
|
Proprietary funding
|
|
|
9,235
|
|
|
|
1,893
|
|
|
|
11,128
|
|
Other brokered funds
|
|
|
15,296
|
|
|
|
8,878
|
|
|
|
24,174
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
59,811
|
|
|
$
|
76,014
|
|
|
$
|
135,825
|
|
|
|
|
|
|
|
|
|
|
|
CDARS program funding is reflected in the above schedule as Customers funds and Proprietary
funding. The Company, acting as agent for its customers, places customer funds in other financial
institutions under the program
up to the FDIC insurance limit. Under the CDARS program, other financial institutions place
deposits in the Company for the same amount of the customers funds. Customers funds are
comprised of deposits from these customer transactions. The Company can obtain funding under the
CDARS program by bidding for deposit funds without customers involvement. This Proprietary
funding results in traditional brokered deposits.
22
At September 30, 2009 the company had cash and cash equivalents in the amount of $13.7 million as
compared to $9.0 million at December 31, 2008. Cash and cash equivalents increased by $3 million
from the maturity of a U.S. Treasury note which was not re-invested as of September 30, 2009.
The Company currently has no business other than that of the Bank and does not currently have any
material funding commitments unrelated to that business. The Banks principal sources of funds for
loans, investments and general operations are deposits from its primary market area, principal and
interest payments on loans, and proceeds from maturing investment securities. Its principal funding
commitments are for the origination or purchase of loans and the payment of maturing deposits, and
the payment for checks drawn upon it. The Banks most liquid assets are cash and cash equivalents,
which are cash on hand, amounts due from other financial institutions and Federal funds sold. The
levels of such assets are dependent on the Banks lending, investment and operating activities at
any given time. The variations in levels of cash and cash equivalents are influenced by deposit
flows and loan demand, both current and anticipated.
At September 30, 2009, the Bank has $8.5 million available under unsecured Federal funds borrowing
facilities from other financial institutions; no amounts were outstanding under these facilities.
The Company believes its levels of liquidity and capital are adequate to conduct the business of
the Company and Bank.
OFF-BALANCE SHEET ARRANGEMENTS
Standby letters of credit are conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan facilities to customers. The Bank holds
collateral supporting those commitments for which collateral is deemed necessary. The Bank has not
been required to perform on any financial guarantees and has not recorded or incurred any losses on
its commitments. The issuance of letters of credit is not a significant activity of the Bank.
Outstanding letters of credit at September 30, 2009 total $0.8 million ($1.6 million at December
31, 2008).
Commitments to extend credit are agreements to lend funds to customers as long as there are no
violations of any condition established in the loan contracts. These commitments include
commitments to lend funds as well as un-advanced loan funds. These commitments at September 30,
2009 totaled $45.2 million ($42.9 million at December 31, 2008). Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements.
23
CAPITAL ADEQUACY
The Federal Reserve Board and the FDIC have established guidelines with respect to the maintenance
of appropriate levels of capital by bank holding companies and state non-member banks,
respectively. The regulations impose two sets of capital adequacy requirements: minimum leverage
rules, which require bank holding companies and banks to maintain a specified minimum ratio of
capital to total assets, and risk-based capital rules, which require the maintenance of specified
minimum ratios of capital to risk-weighted assets. At September 30, 2009, the Company and the
Bank was in full compliance with these guidelines, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum Ratios
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
To be Adequately
|
|
|
To be Well
|
|
|
|
2009
|
|
|
2008
|
|
|
Capitalized
|
|
|
Capitalized
|
|
|
Total capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
12.4
|
%
|
|
|
14.1
|
%
|
|
|
8.0
|
%
|
|
|
N/A
|
|
Bank
|
|
|
11.6
|
%
|
|
|
11.9
|
%
|
|
|
8.0
|
%
|
|
|
10.0
|
%
|
Tier I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
11.2
|
%
|
|
|
12.9
|
%
|
|
|
4.0
|
%
|
|
|
|
|
Bank
|
|
|
10.4
|
%
|
|
|
10.6
|
%
|
|
|
4.0
|
%
|
|
|
6.0
|
%
|
Leverage Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
10.4
|
%
|
|
|
12.2
|
%
|
|
|
4.0
|
%
|
|
|
|
|
Bank
|
|
|
9.7
|
%
|
|
|
10.1
|
%
|
|
|
4.0
|
%
|
|
|
5.0
|
%
|
Under guidance by the federal banking regulators, banks which have concentrations in construction,
land development or commercial real estate loans (other than loans for majority owner occupied
properties) would be expected to maintain higher levels of risk management and, potentially, higher
levels of capital. It is possible that we may be required to maintain higher levels of capital
than we would otherwise be expected to maintain as a result of our levels of construction,
development and commercial real estate loans, which may require us to restrict growth, or obtain
additional capital sooner than we otherwise would expect to.
|
|
ITEM 3
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Not applicable
|
|
ITEM 4
|
CONTROLS AND PROCEDURES
|
The Companys management, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial Officer, evaluated, as of the last day of the period covered by this
report, the effectiveness of the design and operation of the Companys disclosure controls and
procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures were effective. There were no changes in the Companys internal
control over financial reporting (as defined in Rule 13a-15 under the Securities Act of 1934)
during the quarter ended September 30, 2009 that has materially affected, or is reasonably likely
to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
|
|
Item 1
|
Legal Proceedings
|
In the ordinary course of its business, the Company may become involved in routine legal
proceedings. At September 30, 2009, there are no such proceedings.
Not applicable
24
|
|
Item 2
|
Unregistered Sale of Equity Securities and Use of Proceeds
|
|
(a)
|
|
Sales of Unregistered Securities.
None
|
|
|
(b)
|
|
Use of Proceeds.
Not applicable.
|
|
|
(c)
|
|
Issuer Purchases of Securities.
None
|
|
|
Item 3.
|
Defaults Upon Senior Securities. None
|
|
|
Item 4
|
Submission of Matters to a Vote of Security Holders. None
|
|
|
Item 5
|
Other Information
|
|
(a)
|
|
Information Required to be Reported on
Form 8-K
.
None
|
|
|
(b)
|
|
Changes in Security Holder Nomination Procedures.
None
|
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
|
|
|
3
|
(a)
|
|
Certificate of Incorporation of the Company, as amended (1)
|
|
3
|
(b)
|
|
Bylaws of the Company (1)
|
|
10
|
(a)
|
|
Employment Agreement between Richard J. Morgan and the Company (2)
|
|
10
|
(b)
|
|
Employment Agreement between Lamont Thomas and the Company (3)
|
|
10
|
(c)
|
|
2004 Non Incentive Option Plan (4)
|
|
10
|
(d)
|
|
First Amendment to Employment Agreement between Lamont Thomas and the Company (5)
|
|
10
|
(e)
|
|
Employment Agreement between Michael T. Storm and CommerceFirst Bank attached hereto (7)
|
|
10
|
(f)
|
|
Extension of Employment Agreement between Richard J. Morgan and the Company (8)
|
|
11
|
|
|
Statement Regarding Computation of Per Share Income- See Notes to Financial Statements
|
|
21
|
|
|
Subsidiaries of the Registrant The sole subsidiary of the Registrant is CommerceFirst Bank,
a Maryland chartered commercial bank.
|
|
31
|
(a)
|
|
Certification of Richard J. Morgan, President and CEO
|
|
31
|
(b)
|
|
Certification of Michael T Storm, Executive Vice President and CFO
|
|
32
|
(a)
|
|
Certification of Richard J. Morgan, President and Chief Executive Officer
|
|
32
|
(b)
|
|
Certification of Michael T. Storm, Executive Vice President and Chief Financial Officer
|
|
99
|
(a)
|
|
Amended and Restated Organizers Agreement (6)
|
|
|
|
(1)
|
|
Incorporated by reference to exhibit of the same number filed with the Companys
Registration Statement on Form SB-2, as amended, (File No. 333-91817).
|
|
(2)
|
|
Incorporated by reference to exhibit 3.2 to the Companys Current Report on Form 8-K filed on
August 17, 2007.
|
|
(3)
|
|
Incorporated by reference to exhibits 10(c) to the Companys to Registration Statement on
Form SB-2, as amended) (File No. 333-91817).
|
|
(4)
|
|
Incorporated by reference to Exhibit 4 to the Companys Registration Statement on Form S-8
(File No. 333-119988).
|
|
(5)
|
|
Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-QSB
for the period ended March 31, 2007.
|
|
(6)
|
|
Incorporated by reference to exhibit s 99(b) and 99(d) to the Companys Registration
Statement on Form SB-2, as amended (File No. 333-91817).
|
|
(7)
|
|
Incorporated by reference to Exhibit 10(e) to the Companys Quarterly Report on Form 10-QSB
for the period ended September 30, 2007.
|
|
(8)
|
|
Incorporated by reference to Exhibit 99 to the Companys Current Report on Form 8-K
filed on January 30, 2009.
|
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
COMMERCEFIRST BANCORP, INC.
|
|
Date: November 4, 2009
|
By:
|
/s/ Richard J. Morgan
|
|
|
|
Richard J. Morgan, President and
Chief Executive Officer
|
|
|
|
|
Date: November 4, 2009
|
By:
|
/s/ Michael T. Storm
|
|
|
|
Michael T. Storm, Executive Vice President and
Chief Financial Officer
|
|
26
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description of Exhibits
|
|
|
|
|
|
|
3
|
(a)
|
|
Certificate of Incorporation of the Company, as amended (1)
|
|
3
|
(b)
|
|
Bylaws of the Company (1)
|
|
10
|
(a)
|
|
Employment Agreement between Richard J. Morgan and the Company (2)
|
|
10
|
(b)
|
|
Employment Agreement between Lamont Thomas and the Company (3)
|
|
10
|
(c)
|
|
2004 Non Incentive Option Plan (4)
|
|
10
|
(d)
|
|
First Amendment to Employment Agreement between Lamont Thomas and the Company (5)
|
|
10
|
(e)
|
|
Employment Agreement between Michael T. Storm and CommerceFirst Bank attached hereto (7)
|
|
10
|
(f)
|
|
Extension of Employment Agreement between Richard J. Morgan and the Company (8)
|
|
11
|
|
|
Statement Regarding Computation of Per Share Income- See Notes to Financial Statements
|
|
21
|
|
|
Subsidiaries of the Registrant The sole subsidiary of the Registrant is CommerceFirst Bank,
a Maryland chartered commercial bank.
|
|
31
|
(a)
|
|
Certification of Richard J. Morgan, President and CEO
|
|
31
|
(b)
|
|
Certification of Michael T Storm, Executive Vice President and CFO
|
|
32
|
(a)
|
|
Certification of Richard J. Morgan, President and Chief Executive Officer
|
|
32
|
(b)
|
|
Certification of Michael T. Storm, Executive Vice President and Chief Financial Officer
|
|
99
|
(a)
|
|
Amended and Restated Organizers Agreement (6)
|
|
|
|
(1)
|
|
Incorporated by reference to exhibit of the same number filed with the Companys
Registration Statement on Form SB-2, as amended, (File No. 333-91817).
|
|
(2)
|
|
Incorporated by reference to exhibit 3.2 to the Companys Current Report on Form 8-K filed on
August 17, 2007.
|
|
(3)
|
|
Incorporated by reference to exhibits 10(c) to the Companys to Registration Statement on
Form SB-2, as amended) (File No. 333-91817).
|
|
(4)
|
|
Incorporated by reference to Exhibit 4 to the Companys Registration Statement on Form S-8
(File No. 333-119988).
|
|
(5)
|
|
Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-QSB
for the period ended March 31, 2007.
|
|
(6)
|
|
Incorporated by reference to exhibit s 99(b) and 99(d) to the Companys Registration
Statement on Form SB-2, as amended (File No. 333-91817).
|
|
(7)
|
|
Incorporated by reference to Exhibit 10(e) to the Companys Quarterly Report on Form 10-QSB
for the period ended September 30, 2007.
|
|
(8)
|
|
Incorporated by reference to Exhibit 99 to the Companys Current Report on Form 8-K
filed on January 30, 2009.
|
27
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