10-Q 1 b402141_10q.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2004 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.) 7815 Woodmont Avenue, Bethesda, Maryland 20814 (Address of principal executive offices) (Zip Code) (301) 986-1800 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) ----- ----- Indicate by check mark whether the registrant is an accelerated filer ( as defined in Rule 12b-2 of the Exchange Act Yes ( ) No (X) ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. As of November 4, 2004, the registrant had 5,408,169 shares of Common Stock outstanding. Item 1 - Financial Statements EAGLE BANCORP, INC. Consolidated Balance Sheets September 30, 2004 and December 31, 2003 (dollars in thousands)
September 30, 2004 December 31, ASSETS (unaudited) 2003 ----------- ----------- Cash and cash equivalents $ 38,204 $ 25,103 Interest bearing deposits with other banks 9,612 4,332 Investment securities available for sale 77,606 82,581 Loans held for sale 3,138 3,649 Loans 363,824 317,533 Less allowance for credit losses (4,176) (3,680) --------- --------- Loans, net 359,648 313,853 Premises and equipment, net 5,425 4,259 Deferred income taxes 936 862 Other assets 13,118 8,358 --------- --------- TOTAL ASSETS $ 507,687 $ 442,997 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Noninterest bearing demand $ 113,730 $ 90,468 Interest bearing transaction 51,602 44,093 Savings and money market 116,529 104,429 Time, $100,000 or more 78,362 54,992 Other time 50,798 41,532 --------- --------- Total deposits 411,021 335,514 Federal funds purchased and securities sold under agreement to repurchase 27,370 38,454 Other short-term borrowings 3,333 4,000 Long-term borrowings 8,110 10,588 Other liabilities 1,375 1,429 --------- --------- Total liabilities 451,209 389,985 --------- --------- STOCKHOLDERS' EQUITY Common stock, $.01 par value; shares authorized 20,000,000, shares issued and outstanding 5,407,889 (2004) and 5,359,153 (2003) 54 54 Additional paid in capital 46,802 46,406 Retained earnings 9,533 6,281 Accumulated other comprehensive income 89 271 --------- --------- Total stockholders' equity 56,478 53,012 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 507,687 $ 442,997 ========= =========
See notes to consolidated financial statements. 2 EAGLE BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (dollars in thousands, except per share amounts-unaudited)
Nine Months Nine Months Three Months Three Months Ended Ended Ended Ended Sept 30, 2004 Sept 30, 2003 Sept 30, 2004 Sept 30, 2003 ------------- ------------- ------------- ------------- INTEREST INCOME: Interest and fees on loans $ 15,157 $ 11,894 $ 5,407 $ 4,111 Taxable interest and dividends on investment securities 1,639 1,280 584 364 Interest on balances with other banks 98 149 37 54 Interest on federal funds sold /other cash equivalents 241 37 118 12 -------- -------- -------- -------- 17,135 13,360 6,146 4,541 -------- -------- -------- -------- INTEREST EXPENSE: 2,689 2,360 973 704 Interest on deposits Interest on federal funds purchased and securities sold under agreement to repurchase 61 68 27 10 Interest on short-term borrowings 112 257 27 113 Interest on long-term borrowings 266 363 88 79 -------- -------- -------- -------- Total interest expense 3,128 3,048 1,115 906 -------- -------- -------- -------- NET INTEREST INCOME 14,007 10,312 5,031 3,635 PROVISION FOR CREDIT LOSSES 457 730 227 305 -------- -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 13,550 9,582 4,804 3,330 -------- -------- -------- -------- NONINTEREST INCOME: Service charges on deposit accounts 1,014 892 305 313 Gain (loss) on sale of investment securities 193 214 (60) -- Gain on sale of loans 561 545 172 199 Other income 836 482 280 175 -------- -------- -------- -------- Total noninterest income 2,604 2,133 697 687 -------- -------- -------- -------- NONINTEREST EXPENSES: Salaries and employee benefits 6,016 4,202 2,115 1,456 Premises and equipment expenses 1,971 1,498 701 564 Advertising 212 203 53 79 Outside data processing 469 407 183 143 Other expenses 2,418 1,610 910 562 -------- -------- -------- -------- Total noninterest expenses 11,086 7,920 3,962 2,804 -------- -------- -------- -------- NET INCOME BEFORE INCOME TAXES 5,068 3,795 1,539 1,213 INCOME TAXES 1,816 1,395 539 435 -------- -------- -------- -------- NET INCOME $ 3,252 $ 2,400 $ 1,000 $ 778 ======== ======== ======== ======== INCOME PER SHARE: Basic $ 0.60 $ 0.70 $ 0.18 $ 0.17 Diluted $ 0.58 $ 0.65 $ 0.18 $ 0.16
See notes to consolidated financial statements 3 EAGLE BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 and 2003 (dollars in thousands-unaudited)
Nine Months Ended Nine Months Ended September 30, 2004 September 30, 2003 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,252 $ 2,400 Adjustments to reconcile net income to net cash Provided (used) by operating activities: Decrease in deferred income taxes (74) (219) Provision for credit losses 457 730 Depreciation and amortization 727 504 Gain on sale of loans (561) (545) Origination of loans held for sale (18,412) (17,644) Proceeds from sale of loans held for sale 19,484 21,805 Gain on sale of investment securities (193) (214) Increase in other assets (760) (609) Decrease (increase) in other liabilities 203 (505) --------- --------- Net cash provided by operating activities 4,123 5,703 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) decrease in interest bearing deposits with other banks (5,280) 1,758 Purchases of available for sale investment securities (190,580) (156,409) Proceeds from maturities of available for sale securities 155,720 140,746 Proceeds from sale of available for sale securities 39,667 14,577 Decrease in federal funds sold -- 1,012 Net increase in loans (46,330) (50,400) Bank premises and equipment acquired (1,893) (1,129) Increase in BOLI contracts (4,000) (2,000) --------- --------- Net cash used by investing activities (52,696) (51,845) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in deposits 75,507 34,870 Decrease in federal funds purchased and securities sold under agreement to repurchase (11,084) (5,045) Decrease in other short term borrowings (667) (4,600) Decrease in long-term borrowings (2,478) (2,701) Issuance of common stock 396 29,887 --------- --------- Net cash provided by financing activities 61,674 52,411 --------- --------- NET INCREASE IN CASH 13,101 6,269 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 25,103 18,569 --------- --------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 38,204 $ 24,838 ========= ========= Supplemental cash flow information: Interest paid $ 2,996 $ 2,958 Income taxes paid $ 1,520 $ 1,372
See notes to consolidated financial statements 4 EAGLE BANCORP, INC CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, unaudited)
Accumulated Additional Other Total Common Paid in Retained Comprehensive Stockholders Stock Capital Earnings Income (loss) Equity ----- ------- -------- ------------- ------ Balances at January 1, 2004 $ 54 $ 46,406 $ 6,281 $ 271 $ 53,012 Net income 3,252 3,252 Other comprehensive income: Unrealized loss on securities available for sale (net of related tax) (182) (182) -------- Total other comprehensive income 3,070 --------------------------------------------------------------------------- Exercise of options for 48,866 shares of common stock 396 396 --------------------------------------------------------------------------- Balances at September 30, 2004 $ 54 $ 46,802 $ 9,533 $ 89 $ 56,478 =========================================================================== Balances at January 1, 2003 $ 29 $ 16,541 $ 3,066 $ 392 $ 20,028 Net income 2,400 2,400 Other comprehensive income: Unrealized loss on investment securities available for sale (net of related tax) (414) (414) -------- Total comprehensive income 1,986 --------------------------------------------------------------------------- Proceeds from sale of 2,448,979 shares of common stock 24 29,744 29,768 Exercise of options for 9,470 shares of common stock 119 119 --------------------------------------------------------------------------- Balances at September 30, 2003 $ 53 $ 46,404 $ 5,466 $ (22) $ 51,901 ===========================================================================
See notes to consolidated financial statements. 5 EAGLE BANCORP, INC. NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION General - The financial statements of Eagle Bancorp, Inc. (the "Company") included herein are unaudited; however, they reflect all adjustments consisting only 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 December 31, 2003 were derived from audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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 2003 Annual Report. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of the results of operations to be expected for the remainder of the year, or for any other period. 2. NATURE OF BUSINESS The Company, through its bank subsidiary, provides domestic financial services primarily in Montgomery County, Maryland and Washington, DC. The primary financial services include real estate, commercial and consumer lending, as well as traditional demand deposits and savings products. 3. INVESTMENT SECURITIES Amortized cost and estimated fair value of securities available - for - sale are summarized as follows: (in thousands)
September 30, 2004 ------------------------------------------------------------------ Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- U. S. Government Agency securities $ 46,572 $ 8 $ (103) 46,477 Mortgage backed securities 21,418 84 (131) 21,371 Federal Reserve Bank and Federal Home Loan Bank stock 1,634 - - 1,634 Other equity investments 7,847 380 (103) 8,124 -------- -------- -------- -------- $ 77,471 $ 472 $ (337) $ 77,606 ======== ======== ======== ======== December 31, 2003 ------------------------------------------------------------------ Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- --------- U. S. Government Agency securities $ 25,355 $ 76 $ (38) $ 25,373 Mortgage backed securities 51,887 101 (246) 51,842 Federal Reserve Bank and Federal Home Loan Bank stock 1,670 - - 1,670 Other equity investments 3,282 421 (7) 3,696 -------- -------- -------- -------- $ 82,174 $ 698 $ (291) $ 82,581 ======== ======== ======== ========
6 Gross unrealized losses and fair value by length of time that the individual available securities have been in a continuous unrealized loss position as of September 30, 2004 are as follows: (in thousands)
Total Less than More than Unrealized Fair Value 12 Months 12 Months Losses -------------------------------------------------------------------------- U. S. Government Agency securities $ 34,480 $ (61) $ (42) $ (103) Mortgage backed securities 15,830 (31) (100) (131) Other equity investments 1,049 (98) (5) (103) -------- -------- -------- -------- Total $ 51,359 $ (190) $ (147) $ (337)
4. INCOME TAXES The Company uses the liability method of accounting for income taxes as required by SFAS No. 109, "Accounting for Income Taxes." Under the liability method, deferred-tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences reverse. 5. EARNINGS PER SHARE Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period, including any potential dilutive common shares outstanding, such as options and warrants. As of September 30, 2004 there were 54,360 shares excluded from the diluted net income per share computation because their inclusion would be anti-dilutive 6. STOCK-BASED COMPENSATION The Company has adopted the disclosure-only provisions of SFAS No. 123 "Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for Stock-Based Compensation-Transition and Disclosure", but applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its Plan. No compensation expense related to the Plan was recorded during the three and nine months ended September 30, 2004 and 2003. If the Company had elected to recognize compensation cost based on fair value at the grant dates for awards under the Plan consistent with the method prescribed by SFAS No. 123, net income and earnings per share would have been changed to the pro forma amounts as follows for the three and nine months ended September 30. 7
Nine Months Three Months Ended September 30, Ended September 30, ---------------------------- --------------------------- 2004 2003 2004 2003 ------------- -------------- ------------- ------------- Net income, as reported $ 3,252 $ 2,400 $ 1,000 $ 778 Less pro forma stock-based compensation expense determined under the fair value method, net of related tax effects (724) (173) (6) - ------------- -------------- ------------- ------------- Pro forma net income $ 2,528 $ 2,227 $ 994 $ 778 ============= ============== ============= ============= Net income per share: Basic - as reported $ 0.60 $ 0.70 $ 0.18 $ 0.17 Basic - pro forma $ 0.52 $ 0.65 $ 0.18 $ 0.17 Diluted - as reported $ 0.47 $ 0.65 $ 0.18 $ 0.16 Diluted - pro forma $ 0.44 $ 0.61 $ 0.18 $ 0.16
8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. The following discussion provides information about the results of operations, and financial condition, liquidity, and capital resources of the Company and its subsidiary, the Bank. This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this report. This report contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward looking statements can be identified by use of such words as "may", "will", "anticipate", "believes", "expects", "plans", "estimates", "potential", "continue", "should", and similar words or phases. These statements are based upon current and anticipated economic conditions, nationally and in the Company's market, interest rates and interest rate policy, competitive factors and other conditions which, by their nature, are not susceptible to accurate forecast, and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward looking statements. GENERAL Eagle Bancorp, Inc. is a growing, one-bank holding company headquartered in Bethesda, Maryland. We provide general commercial and consumer banking services through our wholly owned banking subsidiary EagleBank, a Maryland chartered bank which is a member of the Federal Reserve System. We were organized in October 1997 to be the holding company for the Bank. The Bank was organized as an independent, community oriented, full-service alternative to the super regional financial institutions, which dominate our primary market area. The cornerstone of our philosophy is to provide superior, personalized service to our customers. We focus on relationship banking, providing each customer with a number of services, becoming familiar with and addressing customer needs in a proactive, personalized fashion. The Bank currently has five offices serving Montgomery County and two offices in the District of Columbia. In February 2004, the Company executed a lease for a new office to be opened in 2006 in Friendship Heights, Montgomery County, Maryland, on the District of Columbia line. Most recently the Company executed a lease for a third District of Columbia office to be located at 1425 K Street NW, Washington, D. C. This office will become the District of Columbia regional office and is expected to open in the first quarter of 2005. The Company offers full commercial banking services to our business and professional clients as well as complete consumer banking services to individuals living and/or working in the service area. We emphasize providing commercial banking services to sole proprietors, small and medium-sized businesses, partnerships, corporations, non-profit organizations and associations, and investors living and working in and near our primary service area. A full range of retail banking services are offered to accommodate the individual needs of both corporate customers as well as the community we serve. These services include the usual deposit functions of commercial banks, including business and personal checking accounts, "NOW" accounts and savings accounts, business, construction, and commercial loans, equipment leasing, residential mortgages and consumer loans and cash management services. We have developed significant expertise and commitment as an SBA lender, have been designated a Preferred Lender by the Small Business Administration (SBA), and are one of the largest SBA lenders, in dollar volume, in the Washington Metropolitan area. In June 2003, the Company formed a second wholly owned subsidiary, Bethesda Leasing, LLC ("Bethesda Leasing"). Bethesda Leasing was formed for the purpose of acquiring an impaired loan from the Bank in order to effect more efficient administration and collection procedures. CRITICAL ACCOUNTING POLICIES The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and follow general practices within the banking industry. 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. 9 The allowance for credit losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two principles of accounting: (a) Statement on Financial Accounting Standards ("SFAS") 5, "Accounting for Contingencies", which requires that losses be accrued when they are probable of occurring and are estimable and (b) SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", which requires that losses be accrued when it is probable that the Company will not collect all principal and interest payments according to the contractual terms of the loan. The loss, if any, is determined by the difference between the loan balance and the value of collateral, the present value of expected future cash flows, or values observable in the secondary markets. Three basic components comprise our allowance for credit losses: a specific allowance, a formula allowance and a nonspecific allowance. Each component is determined based on estimates that can and do change when the actual events occur. The specific allowance is used to individually allocate an allowance to loans identified as impaired. An impaired loan may show deficiencies in the borrower's overall financial condition, payment record, support available from financial guarantors and/or the fair market value of collateral. When a loan is identified as impaired a specific reserve is established based on the Company's assessment of the loss that may be associated with the individual loan. The formula allowance is used to estimate the loss on internally risk rated loans, exclusive of those identified as impaired. Loans identified as special mention, substandard, doubtful and loss, as well as impaired, are segregated from performing loans. Remaining loans are then grouped by type (commercial, commercial real estate, construction, home equity or consumer). Each loan type is assigned an allowance factor based on management's estimate of the risk, complexity and size of individual loans within a particular category. Classified loans are assigned higher allowance factors than non-rated loans due to management's concerns regarding collectibility or management's knowledge of particular elements regarding the borrower. Allowance factors grow with the worsening of the internal risk rating. The nonspecific formula is used to estimate the loss of non-classified loans stemming from more global factors such as delinquencies, loss history, trends in volume and terms of loans, effects of changes in lending policy, the experience and depth of management, national and local economic trends, concentrations of credit, quality of loan review system and the effect of external factors such as competition and regulatory requirements. The nonspecific allowance captures losses whose impact on the portfolio have occurred but have yet to be recognized in either the formula or specific allowance. Management has significant discretion in making the judgments inherent in the determination of the provision and allowance for credit losses, including in connection with the valuation of collateral, a borrower's prospects of repayment, and in establishing allowance factors on the formula allowance and nonspecific allowance components of the allowance. The establishment of allowance factors is a continuing exercise, based on management's continuing assessment of the global factors discussed above and their impact on the portfolio, and allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based upon the same volume and classification of loans. Changes in allowance factors will have a direct impact on the amount of the provision, and a related, after tax effect on net income. Errors in management's perception and assessment of the global factors and their impact on the portfolio could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs. For additional information regarding the allowance for credit losses, refer to the discussion under the caption "Allowance for Credit Losses" below. RESULTS OF OPERATIONS The Company reported net income of $3.3 million for the nine months and $1.0 million for the three months ended September 30, 2004, as compared to net income of $2.4 million for the nine months and $ 778 thousand for the three months ended September 30, 2003. Income per basic share was $0.60 for the nine months and $0.18 for the three months ended September 30, 2004, as compared to $0.70 and $0.17 for the same periods in 2003. Income per diluted share was $0.58 for the nine months and $0.18 for the three months ended September 30, 2004, as compared to $0.65 and $0.16 for the same periods in 2003. The Company had a return on average assets of 0.9% and return on average equity of 7.9% for the first nine months of 2004, as compared to returns on average assets and average equity of 0.9% and 11.5%, respectively, for the same nine months of 2003. 10 The increase in net income for the nine months ended September 30, 2004 as compared to the same period in 2003, can be attributed to an increase of 35.8% in net interest income, resulting from an increase of 29.7% in average earning assets and an increase in the net interest margin of 18 basis points. Net interest income increased from $10.3 million to $14.0 million and average earning assets increased from $337 million to $438 million. Net interest margin increased from 4.09% for the first nine months of 2003 to 4.27% for the same period in 2004 as market interest rates began to rise after falling through most of 2003. On June 30, 2004, the Federal Reserve Bank announced its first increase in the federal funds target rate in over two years. That 25 basis point increase was followed by 25 basis point increases in August and September. The impact of these increases has contributed to the improvement in the Company's margin. While short term rates on earning assets have risen, the cost of short term core, NOW and MMA accounts, deposits have not increased by comparable basis points. The percentage of loans, which generally have higher yields than securities and other earning assets, increased from 76% of average earning assets in the nine month period of 2003 to 78% of earning assets in the same period of 2004. Noninterest income increased 22%, to $2.6 million for the first nine months of 2004, from $2.1 million in the same period of 2003. The net income for the three months ended September 30, 2004, represents an increase of 28% from the same period in 2003, $1 million as compared to $778 thousand. The combination of an increase in net interest income, a lower provision for credit losses, and an increase in noninterest income resulted in the significant improvement in reported income. For the nine months ended September 30, 2004, the Company recorded a provision for credit losses in the amount of $457 thousand compared to $730 thousand for the first nine months of 2003. The provision for the third quarter of 2004 was $227 thousand compared to $305 thousand for the same quarter in 2003. As discussed in the section on Allowance for Credit Losses, the Company had significant recoveries on previously charged off loans and the Company's loss experience continued to be very favorable allowing for an adjustment in factors influencing the level of the allowance. At September 30, 2004, the allowance for credit losses was $4.2 million, as compared to $3.7 million at December 31, 2003. The Company had net recoveries of $39 thousand during the first nine months of 2004. This compared to net charge-offs of $259 thousand for the first nine months of 2003. While the results of operations for the first nine months and third quarter of 2004 compared to the first nine months and to the third quarter of 2003 were up, $3.3 million from $2.4 million, for the nine month periods and $1 million from $778 thousand for the quarterly periods, earnings per share were down, $0.60 from $0.70 for the nine month period but up for the quarter from $0.17 in 2003 to $0.18 in the third quarter of 2004. The increase in earnings per share in the third quarter can be attributed to the commonality of share basis for the computation. In August 2003, the Company closed its stock offering and included an additional 2.4 million shares in its earnings per share computation giving the effect of a reduced earnings per share. For the nine month period return on average equity was down to 7.9% for 2004 from 11.5% for 2003. The reduction in this ratio is directly attributable to the increase in equity of approximately $30 million resulting from the stock offering closed in August 2003. The following table sets out the annualized returns on average assets, returns on average equity and equity to assets (average) for the nine months ended September 30, 2004 and 2003 and the year ended December 31, 2003:
September September December 2003 2003 2004 ---- ---- ---- Return on average assets 0.92% 0.88% 0.86% Return on average equity 7.91% 11.50% 9.45% Average equity to average assets 11.68% 7.66% 9.05%
NET INTEREST INCOME AND NET INTEREST MARGIN Net interest income is the difference between interest income on earning assets and the cost of funds supporting those assets. Earning assets are composed primarily of loans and investment securities. The cost of funds represents interest expense on deposits, customer repurchase agreements and other borrowings. Noninterest bearing deposits and capital are other components representing funding sources. Changes in the volume and mix of assets and funding sources, along with the changes in yields earned and rates paid, determine changes in net interest income. Net interest income for the first nine months of 2004 was $14.0 million compared to $10.3 million for the first nine months of 2003 and for the third quarter of 2004 was $5.0 compared to $3.6 million for the third quarter of 2003. 11 The table labeled "Average Balances, Interest Yields and Rates and Net Interest Margin" presents the average balances and rates of the various categories of the Company's assets and liabilities. Included in the table is a measurement of interest rate spread and margin. Interest spread is the difference between the rate earned on assets less the cost of funds expressed as a percentage. While spread provides a quick comparison of earnings rates versus cost of funds, management believes that margin provides a better measurement of performance. Margin includes the effect of noninterest bearing liabilities in its calculation and is net interest income expressed as a percentage of total earning assets. Interest spread increased in the nine months of 2004 from the first nine months of 2003 by 20 basis points, to 3.92% from 3.72%; and margin increased 18 basis points, to 4.27% from 4.09%. The increases by the Federal Reserve in the federal funds target rate, beginning June 30 and continuing in August and September, aggregated 75 basis points and contributed to and is expected to continue to contribute to improved spread and margin. Management is particularly pleased that the Company was able to maintain a relatively stable spread and margin following a long period of interest rate declines. Management was able to maintain stability by reducing the cost of funds, from 1.58% during the first nine months of 2003 to 1.31% for the same period in 2004, as it faced lower yields on its earning assets, which declined from 5.29% during the first nine months of 2003 to 5.23% in 2004. At the same time, the mix of earning assets improved as higher yielding loans increased from 76% of earning assets in 2003 to 78% in 2004. The declines in the yields on earning assets from the first nine months of 2003 to the first nine months of 2004 reflect the impact of the significant rate reductions effected by the Federal Reserve from 2001 through 2003 on loans, which comprise the vast majority of earning assets. After a long decline, the investment portfolio yield increased by 61 basis points from the first nine months of 2003 to the same period in 2004. The slowdown in mortgage refinancing caused by slightly higher rates helped improve the Bank's investment portfolio yield as premium amortizations on mortgage backed securities slowed. In order to keep the investment portfolio short for liquidity with expectations that rates would start to move upward, the Bank invested in interest bearing deposits with other banks, in amounts which made them eligible for FDIC insurance to obtain better short term yields. These CDs yielded 2.35% during the first nine months of 2004, a relatively attractive rate given their short term nature and low risk, as compared to the rates offered on federal funds and U. S. Treasury bills. At September 30, 2004, the Bank had $9.6 million of such deposits. The decline in yields on interest bearing liabilities is also reflective of the series of rate cuts by the Federal Reserve. The recent increases in the federal funds target rate are expected to have a positive impact on Company earnings. Management feels that the Company's earning assets are of a short enough duration to take full advantage of further increases in rates by the Federal Reserve System and other market forces, while increases in rates on deposits are expected to lag increases on earning assets. See the section addressing GAP and Asset/Liability Management. The decline in the yield on the loan portfolio, 28 basis points from September 2003 to September 2004, was less than might be expected in the general interest rate environment of 2003 leading into the 2004. Approximately 59% of the Bank's loan portfolio consists of loans which reprice in periods of one to twelve months, 11% in one to three years, 25% in three to five years and 5% reprice beyond five years. Management feels that this repricing frequency positions the Bank to improve its interest margin in the coming months, if interest rates continue to rise. Interest rate shock results are included under the section Asset/Liability Management. On the liability side, management aggressively reduced rates on deposit accounts. The reduction in the rate on total interest bearing liabilities from the first nine months of 2003 to the first nine months of 2004 was 27 basis points which compares to a reduction of 6 basis points in the yield on earning assets over the same period. 12 AVERAGE BALANCES, INTEREST YIELDS, AND RATES, AND NET INTEREST MARGIN NINE MONTHS ENDED SEPTEMBER 30,
2004 2003 ----------------------------------- ------------------------------------- Average Average Average Average Balance Interest Yield/Rate Balance Interest Yield/Rate ------- -------- ---------- ------- -------- ---------- ASSETS: Interest earnings assets: Interest bearing deposits with other banks $ 5,571 $ 98 2.35% $ 8,898 $ 149 2.24% Loans 341,559 15,160 5.93% 256,012 11,893 6.21% Investment securities 70,011 1,636 3.12% 67,941 1,280 2.51% Federal funds sold and cash equivalents 20,510 241 1.57% 4,472 37 1.10% ------- ------ ------- ------ Total interest earning assets 437,651 17,135 5.23% 337,323 13,359 5.29% Total noninterest earning assets 35,587 28,657 Less: allowance for credit losses 3,881 2,933 -------- -------- Total nonearning assets 31,706 25,724 -------- -------- TOTAL ASSETS $469,357 $363,047 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY: Interest bearing liabilities: NOW accounts $ 49,512 50 0.13% $ 37,994 64 0.23% Savings and money market accounts 118,293 854 0.96% 99,063 916 1.24% Certificates of deposit 118,665 1,785 2.01% 77,392 1,380 2.38% Customer repurchase agreements 16,647 61 0.49% 20,646 68 0.49% Short-term borrowing 6,248 112 2.39% 7,476 177 3.17% Long-term borrowing 9,128 266 3.89% 16,007 442 3.69% ------- ------ ------- ------ Total interest bearing liabilities 318,493 3,128 1.31% 258,578 3,047 1.58% ------- ------ ------- ------ Noninterest bearing liabilities: Noninterest bearing deposits 94,396 68,779 Other liabilities 1,642 1,325 Escrowed subscriptions received - 6,539 -------- ------- Total noninterest bearing liabilities 96,038 76,643 Stockholders' equity 54,826 27,826 -------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $469,357 $363,047 ======== ======== Net interest income $ 14,007 $ 10,312 ======== ======== Net interest spread 3.92% 3.72% Net interest margin 4.27% 4.09%
13 ALLOWANCE FOR CREDIT LOSSES The provision for credit losses represents the expense recognized to fund the allowance for credit losses. The amount of the allowance for credit losses is based on many factors which reflect management's assessment of the risk in the loan portfolio. Those factors include economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, performance of the portfolio, and internal loan processes of the Company and Bank. Management has developed a comprehensive review process to monitor the adequacy of the allowance for credit losses. The review process and guidelines were developed utilizing guidance from federal banking regulatory agencies. The results of this review process, in combination with conclusions of the Bank's outside loan review consultant, support management's view as to the adequacy of the allowance as of the balance sheet date. During the first nine months of 2004, a provision for credit losses was made in the amount of $457 thousand after considering the impact of $39 thousand in net recoveries during the period. Please refer to the discussion under the caption, "Critical Accounting Policies" for an overview of the underlying methodology management employs on a quarterly basis to maintain the allowance. At September 30, 2004, the Company had three loans classified as nonaccrual in the amount of $2.6 million (includes one loan which has a US Government SBA guarantee of $150 thousand) which are considered impaired under Statement of Financial Accounting Standards ("SFAS No. 114"). As part of its comprehensive loan review process, the Bank's Board of Director's Loan Committee and/or Board of Directors Credit Review Committee carefully evaluates loans over thirty days past due. The Committee(s) makes a thorough assessment of the conditions and circumstances surrounding each past due loan. The Bank's loan policy requires that loans be placed on nonaccrual if they are ninety days past due, unless they are well secured and in the process of collection. The provision for credit losses of $457 thousand in the first nine months of 2004 compared to a provision for credit losses of $730 thousand in the first nine months of 2003. The higher level of the provision in 2003 is primarily attributable to a specific reserve set aside for a problem credit in 2003 which was not required when compared to 2004 and to two significant recoveries on previously charged-off loans. See the following table which reflects the comparative charge-off and recovery information. As the portfolio and allowance review process matures, there will be changes to different elements of the allowance and this may have an effect on the overall level of the allowance maintained. To date the Bank has enjoyed a very high quality portfolio with minimal net charge offs and very low delinquency. The maintenance of a high quality portfolio will continue to be management's prime objective as it relates to the lending process and to the allowance for credit losses. 14 The following table sets forth activity in the allowance for credit losses for the periods indicated.
Nine Months Ended Year Ended (dollars in thousands) September 30, December 31, -------------------------------------------------------------- 2004 2003 2003 2002 2001 ----------- --------- -------- --------- --------- Balance at beginning of year $ 3,680 $ 2,766 $ 2,766 $ 2,111 $ 1,142 Charge-offs: Commercial (95) (318) (319) (192) - Real estate - commercial - - - - - Construction - - - - - Home equity - - - - - Other consumer (18) (8) (14) (40) (23) ----------- --------- -------- --------- --------- Total (113) (326) (333) (232) (23) ----------- --------- -------- --------- --------- Recoveries: Commercial 152 64 68 26 - Real estate - commercial - - - - - Construction - - - - - Home equity - - - - - Other consumer - 3 4 18 13 ----------- --------- -------- --------- --------- Total 152 67 72 44 13 ----------- --------- -------- --------- --------- Net recoveries (charge-offs) 39 (259) (261) (188) (10) ----------- --------- -------- --------- --------- Additions charged to operations 457 730 1,175 843 979 ----------- --------- -------- --------- --------- Balance at end of period $ 4,l76 $ 3,237 $ 3,680 $ 2,766 $ 2,111 =========== ========= ======== ========= ========= Annualized ratio of net charge-offs during the during the period to average loans outstanding during the period N/A 0.13% 0.10% 0.09% 0.01% ----------- --------- -------- --------- ---------
The following table reflects the allocation of the allowance for credit losses at the dates indicated. The allocation of the allowance to each category is not necessarily indicative of future losses or charge-offs and does not restrict the use of the allowance to absorb losses in any category.
(dollars in thousands) As of September 30, As of December 31, ---------------------------- ----------------------------- 2004 2003 ---------------------------- ----------------------------- Amount Percent (1) Amount Percent (1) ------------- -------------- ------------- --------------- Commercial $ 2,486 23.6% $ 1,689 29.3% Real estate 550 47.0 888 47.3 Construction 969 16.8 613 11.2 Home equity 108 11.8 171 10.7 Other consumer 63 0.8 72 1.5 Unallocated - - 247 - ------------- -------------- ------------- --------------- Total allowance for credit losses $ 4,176 100% $ 3,680 100% ============= ============== ============= ===============
(1) Represents the percent of loans in category to gross loans 15 NON-PERFORMING ASSETS The Company's non-performing assets, which are comprised of loans delinquent 90 days or more, non-accrual loans, and other real estate owned, totaled $2.6 million at September 30, 2004 compared to $476 thousand at September 30, 2003 and $654 thousand at December 31, 2003. The percentage of non-performing assets to total assets was 0.51% at September 30, 2004, compared to 0.12% at September 30, 2003 and 0.15% at December 31, 2003. Non-performing loans constituted all of the non-performing assets at September 30, 2004, September 30, 2003 and December 31, 2003. Non-performing loans at September 30, 2004 consist of $2.5 million loans on nonaccrual and one impaired loan in the amount of $109 thousand compared to one loan over ninety days delinquent of $210 thousand and one impaired loan of $266 thousand at September 30, 2003. The increase in nonperforming loans is primarily the result of one nonaccrual loan in the amount of $2.2 million. The Company believes that this loan is well secured, by real estate collateral, and that it will be resolved without loss to the Company in the fourth quarter of 2004. The Company had no other real estate owned at either September 30, 2004 or 2003. The following table shows the amounts of non-performing assets at the dates indicated.
September 30, December 31, ------------------------ ------------- (dollars in thousands) 2004 2003 2003 ---------- ---------- ------------- Nonaccrual Loans Commercial $ 380 $ 486 $ 554 Consumer - - 100 Real estate 2,200 - - Accrual loans-past due 90 days Commercial - - - Consumer - - - Real estate - - - Restructured loans - - - Real estate owned ---------- ---------- ------------- Total non-performing assets $ 2,580 $ 486 $ 654 ========== ========== =============
At September 30, 2004, there were no performing loans considered potential problem loans, defined as loans which are not included in the past due, nonaccrual or restructured categories, but for which known information about possible credit problems causes management to be uncertain as to the ability of the borrowers to comply with the present loan repayment terms. NONINTEREST INCOME Noninterest income primarily represents deposit account service charges and fees, gains on the sale of loans, other noninterest loan fees, income from bank owned life insurance ("BOLI") and other service fees. For the nine months ended September 30, 2004 noninterest income was $2.6 million, which included $193 thousand in net gains on the sale of investment securities. This compared to $2.1 million of noninterest income for the nine months ended September 30, 2003, which included $214 thousand in net gains on the sale of investment securities. For the quarter ending September 30, 2004, the Company had $697 thousand in noninterest income compared to $687 thousand for the same period in 2003. During the third quarter of 2004 the Company sold securities recognizing a loss of $60 thousand compared to no gain or loss in the third quarter of 2003. The Company is an active originator of SBA loans and its current practice is to sell the insured portion of those loans at a premium. Income from this source was $346 thousand for the nine months ended September 30, 2004 compared to $316 thousand for the nine months ended September 30, 2003. For the comparative third quarters ending September 30, the income from the sale of the insured portion of SBA loans was $105 thousand in 2004 and $153 thousand in 2003. The Company also originates residential permanent mortgage loans on a pre-sold basis, servicing released. Sales of these mortgage loans yielded gains of $215 thousand in the nine months of 2004 compared to $229 thousand in the same period in 2003. The decrease in the premiums realized on the sale of mortgage loans can be directly attributed to the rise in mortgage loan interest rates in the first quarter of 2004. The slow down in this area could continue as mortgage rates rise. 16 Other items in noninterest income increased 36% from $1.4 million for the nine months ended September 30, 2003 to $1.9 million for the nine months ended September 30, 2004. This category includes deposit account service charges and noninterest income fees such as documentation preparation and prepayment penalties. Income for the nine months ended September 30, 2004 was $1.0 million from deposit account services charges, $109 thousand from SBA loan service fees and $280 thousand from BOLI, versus $892 thousand from deposit account service charges, $59 thousand from SBA service fees and $180 thousand from BOLI for the nine months ended September 30, 2003. To increase noninterest income the Company is planning on establishing, as a subsidiary of the Bank, a title company service which can be offered to its many commercial borrowers. This venture is expected to begin operations in the first quarter of 2005. NONINTEREST EXPENSE Noninterest expense was $11.0 million for the nine months ended September 30, 2004 compared to $7.9 million for the nine months ended September 30, 2003. This represented a period to period increase of 39%. The increase for the quarter ending September 30 of each year was 41%, increasing from $2.8 million to $4 million. Increases in noninterest expense primarily relate to increases in salaries and employee benefits which increased 43% from the first nine months of 2003 to the first nine months of 2004, from $4.2 million to $6 million. Salaries and benefits increased 45% in the third quarter of 2004 from the third quarter of 2003 to $2.1 million from $1.5 million. During the first quarter of 2004, to accommodate the growth in assets, customer accounts and offices experienced by the Bank in 2003 and to accommodate the growth anticipated in 2004, a number of additions to staff were made in the lending and operations (customer service) areas. Management felt that these additions and the associated expenses were necessary to assure a continued growth pattern and quality of service which characterized the Company since its inception. The increase of 33% in premises and equipment for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003, from $1.5 million to $2 million, and 24% for the third quarter from $564 thousand to $701 thousand, can be attributed to the expenses for the Bank's Rockville Pike Office, new deposit and loan operations offices in Silver Spring acquired to house an expanded support staff and the Bank's new office at 1228 Connecticut Avenue in Washington, DC. Other expenses, which increased 50% from $1.6 million to $2.4 million for the nine months ending September 30, 2004 compared to the nine months ended September 30, 2003 and 62%, from $562 thousand for the third quarter of 2003 to $910 thousand for the third quarter of 2004, represent a number of expense categories ranging from business development and office supplies to charitable contributions. Management monitors these expenses closely and believes that the increase in them is consistent with the needs of an aggressively growing Company. In future periods, noninterest expenses to which the Company has not been subject to date, such as deposit insurance premiums which may be required as a result of declines in the reserve ratios of the deposit insurance funds, may have an adverse effect on the results of operations of the Company. FINANCIAL CONDITION As of September 30, 2004, assets were $507.6 million and deposits were $411.0 million. Assets grew by $64.7 million from December 31, 2003, and deposits grew by approximately $75.5 million. Loans Total loans, excluding loans held for sale, increased approximately $46.3 million from December 31, 2003 to September 30, 2004, from $317.5 million to $363.8 million. 17 Loans, net of amortized deferred fees and costs, at September 30, 2004, September 30, 2003 and December 31, 2003 are summarized by type as follows:
September 30, Percent September 30, Percent September 30, Percent 2004 of Total 2003 of Total 2003 of Total ------------- ------- ------------- ------- ------------- ------- Commercial $ 85,685 23.6% $ 70,087 26.8% $ 93,112 29.3% Real estate 171,110 47.0% 130,583 50.0% 149,783 47.3% Construction 61,054 16.8% 24,111 9.2% 35,644 11.2% Home equity 42,961 11.8% 31,908 12.2% 34,092 10.7% Other consumer 3,014 0.8% 4,703 1.8% 4,902 1.5% ---------- ---- ---------- ---- ---------- ---- Total loans 363,824 100% 261,392 100% 317,533 100% ==== ==== ==== Less: allowance for credit losses (4,176) (2,952) (3,680) ---------- ---------- ---------- Loans, net $ 359,648 $ 257,440 $ 313,853 ========== ========== ==========
Deposits And Other Borrowings The principal sources of funds for the Bank are core deposits, consisting of demand deposits, NOW accounts, money market accounts, savings accounts and relationship certificates of deposits, from the local market areas surrounding the Bank's offices. The Bank's deposit base includes transaction accounts, time and savings accounts and accounts which customers use for cash management and which provide the Bank with a source of fee income and cross-marketing opportunities as well as a low-cost source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable and low-cost source of funding. For the nine months ending September 30, 2004 from December 31, 2003, deposits grew $75.5 million, from $335.5 million to $411.0 million. Approximately 31% of the Bank's deposits are made up of certificates of deposits, which are generally the most expensive form of deposit because of their fixed rate and term. Certificates of deposit in denominations of $100 thousand or more can be more volatile and more expensive than certificates of less than $100 thousand. However, because the Bank focuses on relationship banking and does not accept brokered certificates, its historical experience has been that large certificates of deposit have not been more volatile or significantly more expensive than smaller denomination certificates. It has been the practice of the Bank to pay posted rates on its certificates of deposit whether under or over $100 thousand. The Bank has paid negotiated rates for deposits in excess of $500 thousand but the rates paid have rarely been more than 25 to 50 basis points higher than posted rates and deposits also have been negotiated at below market rates. From time to time, when appropriate in order to fund strong loan demand, the Bank accepts certificates of deposits, generally in denominations of less than $100 thousand on a non brokered basis, from bank and credit union subscribers to a wholesale deposit rate line. The Bank has found rates on these deposits to be generally competitive with rates in our market given the speed and minimal noninterest cost at which deposits can be acquired. Although it is possible for rates to significantly exceed local market rates it has not been the experience of the Bank. At September 30, 2004 the Bank held $28.9 million of these deposits at an average rate of 2.30% as compared to $28.8 million of these deposits, at an average rate of 3.43% at September 30, 2003. During the first quarter of 2004 management felt that there was an opportunity to acquire longer maturities of these deposits at attractive interest rates and again began accepting these deposits with maturities greater than one year. Also, during the first quarter of 2004, the Company introduced a new certificate of deposit program CDARS, which will provides its customers with access to greater FDIC insurance coverage. Using CDARS the Bank can distribute customer funds among other FDIC-insured banks and thrifts, allowing customers to manage all their CDs through one relationship. Under this program, the Bank receives a comparable volume of deposits from other participating institutions thereby gaining the full advantage of its customers' deposits while providing a service which allows all of the customers' deposits to be insured. 18 At September 30, 2004, the Company had approximately $113.7 million in noninterest bearing demand deposits, representing 27.6% of total deposits. This compared to $90.5 million of these deposits at December 31, 2003. These are primarily business checking accounts on which the payment of interest is prohibited by regulations of the Federal Reserve. Proposed legislation has been introduced in each of the last several sessions of Congress which would permit banks to pay interest on checking and demand deposit accounts established by businesses. If legislation effectively permitting the payment of interest on business demand deposits is enacted, of which there can be no assurance, it is likely that we may be required to pay interest on some portion of our noninterest bearing deposits in order to compete with other banks. Payment of interest on these deposits could have a significant negative impact on our net income, net interest income, interest margin, return on assets and equity, and indices of financial performance. As an enhancement to the basic noninterest bearing demand deposit account, the Company offers a sweep account, or "customer repurchase agreement", allowing qualifying businesses to earn interest on short term excess funds which are not suited for either a CD investment or a money market account. The balances in these accounts were $20..2 million at September 30, 2004 compared to $17.0 million at December 31, 2003. Customer repurchase agreements are not deposits and are not FDIC insured but are secured by US Treasury and/or US government agency securities. These accounts are particularly suitable to businesses with significant change in the levels of cash flow over a very short time frame often measured in days. Attorney and title company escrow accounts are an example of accounts which can benefit from this product, as are customers who may require collateral for deposits in excess of $100 thousand but do not qualify for other pledging arrangements. This program requires the Company to maintain a sufficient investment securities level to accommodate the fluctuations in balances which may occur in these accounts. At September 30, 2004, the Company had no outstanding balance under its line of credit provided by a correspondent bank. The Bank had $11.3 million of FHLB short and long-term borrowings, as compared to $14.3 million at December 31, 2003. These advances are secured 50% by US government agency securities and 50% by a blanket lien on qualifying loans in the Bank's commercial mortgage loan portfolio. At September 30, 2004, the Bank also had federal funds purchased of $7.0 million. This borrowing was paid in full the first week of October. Through another subsidiary of the Company, Bethesda Leasing LLC, there were outstanding long term borrowings of $110 thousand. This loan was obtained to fund the purchase of an impaired loan from the Bank. LIQUIDITY MANAGEMENT Liquidity is the measure of the Bank's ability to meet the demands required for the funding of loans and to meet depositor requirements for use of their funds. The Bank's sources of liquidity consist of cash balances, due from banks, loan repayments, federal funds sold and short term investments. These sources of liquidity are supplemented by the ability of the Company and Bank to borrow funds. The Company maintains a $10 million line of credit with a correspondent bank, against which it has guaranteed a $110 thousand loan to its subsidiary Bethesda Leasing. The Bank can purchase up to $17.0 million in federal funds on an unsecured basis and enter into reverse repurchase agreements up to $10.0 million. At September 30, 2004, the Bank was also eligible to take FHLB advances of up to $82 million, of which it had advances outstanding of $11.3 million. The loss of deposits, through disintermediation, is one of the greater risks to liquidity. Disintermediation occurs most commonly when rates rise and depositors withdraw deposits seeking higher rates than the Bank may offer. The Bank was founded under a philosophy of relationship banking and, therefore, believes that it has less of an exposure to disintermediation and resultant liquidity concerns than do banks which build an asset base on non-core deposits and other borrowings. The history of the Bank includes a period of rising interest rates and significant competition for deposit dollars. During that period the Bank grew its core business without sacrificing its interest margin in higher deposit rates for non-core deposits. There is, however, a risk that some deposits would be lost if rates were to spike up and the Bank elected not to meet the market. Under those conditions the Bank believes that it is well positioned to use other liability management instruments such as FHLB borrowing, reverse repurchase agreements and Bank lines to offset a decline in deposits in the short run. Over the long term an adjustment in assets and change in business emphasis could compensate for a loss of deposits. Under these circumstances, further asset growth could be limited as the Bank utilizes its liquidity sources to replace, rather than supplement, core deposits. 19 Certificates of deposit acquired through the subscription service may be more sensitive to rate changes and pose a greater risk of disintermediation than deposits acquired in the local community. The Bank has limited the amount of such deposits to 25% of total assets, an amount which it believes it could replace with alternative liquidity sources, although there can be no assurance of this. The mature earning pattern of the Bank is also a liquidity management resource. The earnings of the Bank are now at a level that allows it to pay higher rates to retain deposits over a short period, while it adjusts its asset base repricing to offset a higher cost of funds. The cost of retaining business in the short run and the associated reduction in earnings can be preferable to reducing deposit and asset levels and restricting growth. At September 30, 2004, under the Bank's liquidity formula, it had $106 million of liquidity representing 22% of total Bank assets. ASSET/LIABILITY MANAGEMENT AND QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK A fundamental risk in banking, outside of credit risk, is exposure to market risk, or interest rate risk, since a bank's net income is largely dependent on net interest income. The Bank's Asset Liability Committee (ALCO) of the Board of Directors formulates and monitors the management of interest rate risk within policies established by it and the Board of Directors. In its consideration of establishing guidelines for levels and/or limits on market risk, the ALCO committee considers the impact on earnings and capital, the level and direction of interest rates, liquidity, local economic conditions, outside threats and other factors. Banking is generally a business of attempting to match asset and liability components to produce a spread sufficient to provide net income to the bank at nominal rate risk. The Company, through ALCO, continually monitors the interest rate environment in which it operates and adjusts rates and maturities of its assets and liabilities to meet the market conditions. In the current low interest rate environment, the Company is keeping its assets either variably priced or with short term maturities or short average lives. At the same time it strives to attract longer term liabilities to lock in the lower cost of funds. In the current market, due to competitive factors and customer preferences, the effort to attract longer term fixed priced liabilities has not been as successful as the Company's best case asset liability mix would prefer. When interest rates begin to rise, the Company expects that it will seek to keep asset maturities and repricing periods short until rates appear to be nearing their peak and then extend maturities to extend the benefit of higher rates. There can be no assurance that the Company will be able to successfully carry out this intention, as a result of competitive pressures, customer preferences and the inability to perfectly forecast future interest rates. One of the tools used by the Company to manage its interest rate risks is a static GAP analysis presented below. The Company also uses an earnings simulation model on a quarterly basis to closely monitor interest sensitivity and to expose its balance sheet and income statement to different scenarios. The model is based on current Company data and adjusted by assumptions as to growth patterns, noninterest income and noninterest expense and interest rate sensitivity, based on historical data, for both assets and liabilities. The model is then subjected to a "shock test" assuming a sudden interest rate increase of 200 basis points or a decrease of 200 basis points, but not below zero. The results are measured by the effect on net income. The Company, in its latest model, shows a positive effect on income when interest rates immediately rise 200 basis points because of the short maturities of assets and a negative impact if rates were to decline further. With rates near historic lows, further reduction would reduce income on earning assets which could not be offset by a corresponding reduction in the cost of funds. The following table reflects the result of a "shock test" simulation on the September 30, 2004, earning assets and interest bearing liabilities and the change in net interest income resulting from the simulated immediate increase and decrease in interest of 100 and 200 basis points. Also shown is the change in the Market Value Portfolio Equity resulting from the simulation. The model as presented is projected for one year.
Percentage change in Change in interest Percentage change in net Percentage change Market Value of rates (basis points) interest income in net income Portfolio Equity -------------------- ------------------------ -------------------- --------------------- +200 + 15.4% + 39.0% + 17.2% +100 + 7.9% + 19.9% + 9.2% 0 - - - -100 - 10.3% - 25.9% - 11.6% -200 - 24.8% - 62.7% - 25.2%
20 Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the loan. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in calculating the tables. Finally, the ability of many borrowers to service their debt may decrease in the event of a significant interest rate increase. GAP Banks and other financial institutions are dependent upon net interest income, the difference between interest earned on interest earning assets and interest paid on interest bearing liabilities. In falling interest rate environments, net interest income is maximized with longer term, higher yielding assets being funded by lower yielding short-term funds; however, when interest rates trend upward this asset/liability structure can result in a significant adverse impact on net interest income. The current interest rate environment is signaling steady to possibly higher rates. Management has for a number of months shortened maturities in the Bank's investment portfolio and where possible also has shortened repricing opportunities for new loan requests. While management believes that this will help minimize interest rate risk in a rising rate environment, there can be no assurance as to actual results. GAP, a measure of the difference in volume between interest earning assets and interest bearing liabilities, is a means of monitoring the sensitivity of a financial institution to changes in interest rates. The chart below provides an indicator of the rate sensitivity of the Company. A negative GAP indicates the degree to which the volume of repriceable liabilities exceeds repriceable assets in particular time periods. At September 30, 2004, the Bank had a positive GAP of 28% out to three months and a cumulative positive GAP of 5% out to twelve months, as opposed to a three month positive gap of 11% and a cumulative twelve month negative gap of (10%) at December 31, 2003. If interest rates continue to rise at a measured pace, as forecasters are predicting, the Bank's interest income and margin are expected to rise because of the favorable GAP position. Because competitive market behavior does not necessarily track the trend of interest rates but at times moves ahead of financial market influences, the rise in the cost of liabilities may be greater than anticipated by the GAP model. If this were to occur, the benefits of a rising interest rate environment would not be as significant as management is expecting. Management has carefully considered its strategy to maximize interest income by reviewing interest rate levels, economic indicators and call features of some of its assets. These factors have been thoroughly discussed with the Board of Directors Asset Liability Committee and management believes that current strategies are appropriate to current economic and interest rate trends. The negative GAP position is carefully monitored and is adjusted as conditions change. The following GAP table is presented on the basis of the Bank only. 21
GAP ANALYSIS September 30, 2004 (dollars in thousands) 0-3 4-12 13-36 37-60 Over 60 Repriceable in: Months Months Months Months Months Total ------ ------ ------ ------ ------ ----- ASSETS: Investment securities $ 1,050 $ 20,522 $ 30,107 $ 9,996 $ 7,805 $ 69,480 Interest bearing deposits in other banks -- 9,540 -- -- -- 9,540 Loans 205,006 14,232 39,623 84,529 22,304 365,694 Federal funds sold and cash equivalents 11,049 -- -- -- -- 11,049 --------- --------- --------- --------- --------- --------- Total repriceable assets $ 217,105 $ 44,294 $ 69,730 $ 94,525 $ 30,109 $ 455,763 ========= ========= ========= ========= ========= ========= LIABILITIES: NOW accounts $ -- $ 25,801 $ 5,160 $ 20,641 $ -- $ 51,602 Savings and Money Market accounts 45,420 37,045 22,710 11,354 -- 116,529 Certificates of deposit 31,987 75,323 21,091 759 -- 129,160 Customer repurchase agreements and Federal funds purchased 13,111 8,148 2,037 4,074 -- 27,370 Other borrowing-short and long term 1,000 2,333 8,000 -- -- 11,333 --------- --------- --------- --------- --------- --------- Total repriceable liabilities $ 91,518 $ 148,650 $ 58,998 $ 36,828 $ -- $ 335,994 ========= ========= ========= ========= ========= ========= GAP $ 125,587 $(104,356) $ 10,732 $ 57,697 $ 30,109 $ 119,769 Cumulative GAP 125,587 21,231 31,963 89,660 119,769 Interval gap/earnings assets 27.56% (22.90)% 2.36% 12.66% 6.61% Cumulative gap/earning assets 27.56% 4.66 % 7.02% 19.68% 26.29%
Although, NOW and MMA accounts are subject to immediate repricing, the Bank's GAP model has incorporated a repricing schedule to account for the historical lag in effecting rate changes and the amount of those rate changes relative to the amount of rate change in assets. CAPITAL RESOURCES AND ADEQUACY The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, changing competitive conditions and economic forces, and the overall level of growth. The adequacy of the Company's current and future capital needs is monitored by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. The capital position of the Company's wholly-owned subsidiary, the Bank, continues to meet regulatory requirements. The primary indicators relied on by bank regulators in measuring the capital position are the Tier 1 risk-based capital, total risk-based capital, and leverage ratios. Tier 1 capital consists of common and qualifying preferred stockholders' equity less goodwill. Total risk-based capital consists of Tier 1 capital, qualifying subordinated debt, and a portion of the allowance for credit losses. Risk-based capital ratios are calculated with reference to risk-weighted assets. The leverage ratio compares Tier1 capital to total average assets. At September 30, 2004, the Company's and Bank's capital ratios were in excess of the mandated minimum requirements. The ability of the Company to continue to grow is dependent on its earnings and the ability to obtain additional funds for contribution to the Bank's capital, through additional borrowing, the sale of additional common stock, the sale of preferred stock, or through the issuance of additional qualifying equity equivalents, such as subordinated debt or trust preferred securities. On August 1, 2003 the Company completed its offering with the sale of 2,448,979 shares of common stock for gross proceeds of approximately $30 million. 22 CAPITAL The actual capital amounts and ratios for the Company and Bank as of September 30, 2004 and 2003 are presented in the table below:
To Be Well For Capital Capitalized Under Company Bank Adequacy Prompt Corrective Actual Actual Purposes Action Provisions** In thousands Amount Ratio Amount Ratio Ratio Ratio ------ ----- ------ ----- ----- ----- As of September 30, 2004 Total capital (to risk-weighted Assets) $60,565 14.5% $43,431 10.7% 8.0% 10.0% Tier 1 capital (to risk-weighted assets) $56,389 13.5% 39,300 9.7% 4.0% 6.0% Tier 1 capital (to average Assets) $56,389 12.0% 39,300 8.4% 3.0% 5.0% As of September 30, 2003 Total capital (to risk-weighted assets) $55,137 17.1% $33,662 11.9% 8.0% 10.0% Tier 1 capital (to risk weighted assets) $51,900 16.1% 30,436 10.0% 4.0% 6.0% Tier 1 capital (to average assets) $51,900 14.3% 30,436 8.3% 3.0% 5.0%
** Applies to Bank only Bank and holding company regulations, as well as Maryland law, impose certain restrictions on dividend payments by the Bank, as well as restricting extension of credit and transfers of assets between the Bank and the Company. At September 30, 2004, the Bank could pay dividends to the parent to the extent of its earnings so long as it maintained required capital ratios. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Please refer to Item 2 of this report, "Management's Discussion and Analysis of Financial Condition and Results of Operations", under the caption "Asset/Liability Management and Quantitative and Qualitative Disclosure About Market Risk". ITEM 4. CONTROLS AND PROCEDURES The Company's management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated as of the last day of the period covered by this report the effectiveness of the operation of the Company's disclosure controls and procedures, as defined in Rule 13a-14 under the Securities and Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were adequate. There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15 under the Securities Act of 1934) during the quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 23 PART II OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS From time to time the Company may become involved in legal proceedings. At the present time there are no proceedings which the Company believes will have an adverse impact on the financial condition or earnings of the Company. ITEM 2. UNREGISTERED SALES 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 None. (a) Required 8-K Disclosures. None (b) Changes in Procedures for Director Nominations, by Security Holders. None ITEM 6. EXHIBITS Exhibit No. Description of Exhibit 3(a) Certificate of Incorporation of the Company, as amended (1) 3(b) Bylaws of the Company (2) 10.1 1998 Stock Option Plan (3) 10.2 Employment Agreement between Michael Flynn and the Company (4) 10.3 Employment Agreement between Thomas D. Murphy and the Bank (4) 10.4 Employment Agreement between Ronald D. Paul and the Company (4) 10.5 Director Fee Agreement between Leonard L. Abel and the Company (4) 10.6 Employment Agreement between Susan G. Riel and the Bank (4) 10.7 Employment Agreement between Martha F. Tonat and the Bank (4) 10.8 Employment Agreement between Wilmer L. Tinley and the Bank (4) 10.9 Employee Stock Purchase Plan (5) 11 Statement Regarding Computation of Per Share Income 21 Subsidiaries of the Registrant 31.1 Rule 13a-14(a) Certification of Ronald D. Paul 31.2 Rule 13a-14(a) Certification of Wilmer L. Tinley 31.3 Rule 13a-14(a) Certification of Michael T. Flynn 32.1 Section 1350 Certification of Ronald D. Paul 32.2 Section 1350 Certification of Wilmer L. Tinley 32.3 Section 1350 Certification of Michael T. Flynn ----------------------------- (1) Incorporated by reference to the exhibit of the same number to the Company's Quarterly Report on Form 10-QSB for the period ended September 30, 2002. (2) Incorporated by reference to Exhibit 3(b) to the Company's Registration Statement on Form SB-2, dated December 12, 1997. (3) Incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. (4) Incorporated by reference to exhibits of the same number to the Company's Annual Report on Form 10-K for the year ended December 31, 2003. (5) Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8 (No. 333-116352) 24 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. EAGLE BANCORP, INC. Date: November 8, 2004 By: /s/ Ronald D. Paul --------------------------------------- Ronald D. Paul, President and CEO Date: November 8, 2004 By: /s/ Wilmer L. Tinley ----------------------------------------------- Wilmer L. Tinley, Senior Vice President and CFO 25