FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
OR
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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 No. 0-18279
TRI-COUNTY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland
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52-1652138 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 3035 Leonardtown Road, Waldorf, Maryland
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20601 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 645-5601
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
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 check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
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 the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.) Yes o No þ
The aggregate market value of voting stock held by non-affiliates of the registrant was
approximately $55.3 million based on the closing price ($24.00 per share) at which the common stock
was sold on the last business day of the Company’s most recently completed second fiscal quarter.
For purposes of this calculation only, the shares held by directors and executive officers of the
registrant are deemed to be shares held by affiliates.
Number of shares of common stock outstanding as of March 4, 2009: 2,947,759
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the Annual Report to Stockholders for the year
ended December 31, 2008. (Part II) |
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Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders. (Part III) |
PART I
This report contains certain “forward-looking statements” within the meaning of the federal
securities laws. These statements are not historical facts, rather statements based on Tri-County
Financial Corporation’s current expectations regarding its business strategies, intended results
and future performance. Forward-looking statements are preceded by terms such as “expects,”
“believes,” “anticipates,” “intends” and similar expressions.
Management’s ability to predict results or the effect of future plans or strategies is
inherently uncertain. Factors that could affect actual results include interest rate trends, the
general economic climate in the market area in which Tri-County Financial Corporation operates, as
well as nationwide, Tri-County Financial Corporation’s ability to control costs and expenses,
competitive products and pricing, loan delinquency rates and changes in federal and state
legislation and regulation. These factors should be considered in evaluating the forward-looking
statements and undue reliance should not be placed on such statements. Tri-County Financial
Corporation assumes no obligation to update any forward-looking statement after the date of the
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 1. Business
Tri-County Financial Corporation (the “Company”) is a bank holding company organized in 1989
under the laws of the State of Maryland. It owns all the outstanding shares of capital stock of
Community Bank of Tri-County (the “Bank”), a Maryland-chartered commercial bank. The Bank was
originally organized in 1950 as Tri-County Building and Loan Association of Waldorf, a mutual
savings and loan association, and in 1986 converted to a federal stock savings bank and adopted the
name Tri-County Federal Savings Bank. In 1997, the Bank converted to a Maryland-chartered
commercial bank and adopted its current name. The Company engages in no significant activity other
than holding the stock of the Bank and operating the business of the Bank. Accordingly, the
information set forth in this report, including financial statements and related data, relates
primarily to the Bank and its subsidiaries.
The Bank serves the Southern Maryland counties of Charles, Calvert and St. Mary’s, (the
“Tri-County area”) through its main office and nine branches located in Waldorf, Bryans Road,
Dunkirk, Leonardtown, La Plata, Lusby, Charlotte Hall, Prince Frederick and Lexington Park,
Maryland. The Bank operates eighteen automated teller machines (“ATMs”) including eight stand-alone
locations in the Tri-County area. The Bank offers telephone and internet banking services. The Bank
is engaged in the commercial and retail banking business as authorized by the banking statutes of
the State of Maryland and applicable federal regulations, including the acceptance of deposits, and
the origination of loans to individuals, associations, partnerships and corporations. The Bank’s
real estate financing consists of residential first and second mortgage loans, home equity lines of
credit and commercial mortgage loans. Commercial lending consists of both secured and unsecured
loans. The Bank is a member of the Federal Reserve and Federal Home Loan Bank (the “FHLB”) system
and its deposits are insured up to applicable limits by the Deposit Insurance Fund administered by
the Federal Deposit Insurance Corporation (the “FDIC”).
The Company’s executive offices are located at 3035 Leonardtown Road, Waldorf, Maryland. Its
telephone number is (301) 645-5601.
Available Information
The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on
Form 8-K, and any amendments to such reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, are made available free of charge on its website,
www.cbtc.com, as soon as reasonably practicable after such reports are electronically filed with
the Securities and Exchange Commission. Information on the website should not be considered a part
of this Form 10-K.
Market Area
The Bank considers its principal lending and deposit market area to consist of the Southern
Maryland counties of Charles, Calvert and St. Mary’s. These counties have experienced significant
population growth during the past decade due to their proximity to the growing Washington, DC and
Baltimore metropolitan areas. Southern
Maryland is generally considered to have more affordable housing than many other Washington
and Baltimore area suburbs.
1
In addition, the area has experienced rapid growth in businesses and
federal facilities located in the area. Major federal facilities include the Patuxent Naval Air
Station in St. Mary’s County. The Patuxent Naval Air Station has undergone significant expansion
in the last several years and is projected to continue to expand for several more years.
In the last several years, residential housing and population growth in the Tri-County area
has been constrained by certain government policies designed to limit growth. Growth has also been
dampened as the demand for new housing in the Tri-County area has fallen as the overall housing
market has fallen. Future regulatory events may adversely affect the Bank’s loan growth.
Competition
The Bank faces strong competition in the attraction of deposits and in the origination of
loans. Its most direct competition for deposits and loans comes from other banks, savings and loan
associations, and federal and state credit unions located in its primary market area. There are
currently 15 FDIC-insured depository institutions operating in the Tri-County area including
subsidiaries of several regional and super-regional bank holding companies. According to
statistics compiled by the FDIC, the Bank was ranked third in deposit market share in the
Tri-County area as of June 30, 2008, the latest date for which such data is available. The Bank
faces additional significant competition for investors’ funds from mutual funds, brokerage firms,
and other financial institutions. The Bank competes for loans by providing competitive rates,
flexibility of terms, and service. It competes for deposits by offering depositors a wide variety
of account types, convenient office locations and competitive rates. Other services offered
include tax-deferred retirement programs, brokerage services, and safe deposit boxes. The Bank has
used direct mail, billboard and newspaper advertising to increase its market share of deposits,
loans and other services in its market area. It provides ongoing training for its staff in an
attempt to ensure high-quality service.
Lending Activities
General. The Bank offers a wide variety of real estate, consumer and commercial loans. The
Bank’s lending activities include residential and commercial real estate loans, construction loans,
land acquisition and development loans, equipment financing and commercial and consumer loans.
Most of the Bank’s customers are residents of, or businesses located in, the Tri-County area. The
Bank’s primary market for commercial loans consists of small and medium-sized businesses located in
Southern Maryland. The Bank believes that this market is responsive to the Bank’s ability to
provide personal service and flexibility. The Bank attracts customers for its consumer lending
products based upon its ability to offer service, flexibility, and competitive pricing, as well as
by leveraging other banking relationships such as soliciting deposit customers for loans.
Residential First Mortgage Loans. Residential first mortgage loans made by the Bank are
generally long-term loans, amortized on a monthly basis, with principal and interest due each
month. The initial contractual loan payment period for residential loans typically ranges from ten
to 30 years. The Bank’s experience indicates that real estate loans remain outstanding for
significantly shorter time periods than their contractual terms. Borrowers may refinance or prepay
loans at their option, without penalty. The Bank originates both fixed-rate and adjustable-rate
residential first mortgages.
The Bank offers fixed-rate residential first mortgages on a variety of terms including loan
periods from ten to 30 years and bi-weekly payment loans. Total fixed-rate loan products in our
residential first mortgage portfolio amounted to $95.3 million as of December 31, 2008. Fixed-rate
loans may be packaged and sold to investors or retained in the Bank’s loan portfolio. Depending on
market conditions, the Bank may elect to retain the right to service the loans sold for a payment
based upon a percentage (generally 0.25% of the outstanding loan balance). These servicing rights
may be sold to other qualified servicers. As of December 31, 2008, the Bank serviced $21.7 million
in residential mortgage loans for others.
The Bank also offers mortgages that are adjustable on a one-, three- and five-year basis
generally with limitations on upward adjustments of two percentage points per repricing period and
six percentage points over the life of the loan. The Bank primarily markets adjustable-rate loans
with rate adjustments based upon a United States
Treasury Bill Index.
2
As of December 31, 2008, the Bank had $9.3 million in adjustable-rate
residential mortgage loans. The retention of adjustable-rate mortgage loans in the Bank’s loan
portfolio helps reduce the negative effects of increases in interest rates on the Bank’s net
interest income. Under certain conditions, however, the annual and lifetime limitations on
interest rate adjustments may limit the increases in interest rates on these loans. There are also
unquantifiable credit risks resulting from potential increased costs to the borrower as a result of
repricing of adjustable-rate mortgage loans. During periods of rising interest rates, the risk of
default on adjustable-rate mortgage loans may increase due to the upward adjustment of interest
cost to the borrower. In addition, the initial interest rate on adjustable-rate loans is generally
lower than that on a fixed-rate loan of similar credit quality and size.
The Bank makes residential first mortgage loans of up to 97% of the appraised value or sales
price of the property, whichever is less, to qualified owner-occupants upon the security of
single-family homes. Non-owner occupied one- to four-family loans and loans secured by something
other than residential real estate are generally permitted to a maximum 80% loan-to-value of the
appraised value depending on the overall strength of the application. The Bank currently requires
that substantially all residential first mortgage loans with loan-to-value ratios in excess of 80%
carry private mortgage insurance to lower the Bank’s exposure to approximately 80% of the value of
the property. In certain cases, the borrower may elect to borrow amounts in excess of 80%
loan-to-value in the form of a second mortgage. The second mortgage will generally have a higher
interest rate and shorter repayment period than the first mortgage on the same property.
All improved real estate that serves as security for a loan made by the Bank must be insured,
in the amount and by such companies as may be approved by the Bank, against fire, vandalism,
malicious mischief and other hazards. Such insurance must be maintained through the entire term of
the loan and in an amount not less than that amount necessary to pay the Bank’s indebtedness in
full.
Commercial Real Estate and Other Non-Residential Real Estate Loans. The permanent financing
of commercial and other improved real estate projects, including office buildings, retail
locations, churches, and other special purpose buildings is the largest single component of the
Bank’s loan portfolio. Commercial real estate loans amounted to $236.4 million, or 43.1%, of the
loan portfolio at December 31, 2008. This was an increase in both absolute size and as a
percentage of the loan portfolio. The primary security on a commercial real estate loan is the
real property and the leases that produce income for the real property. The Bank generally limits
its exposure to a single borrower to 15% of the Bank’s capital and frequently participates with
other lenders on larger projects. Loans secured by commercial real estate are generally limited to
80% of the lower of the appraised value or sales price and have an initial contractual loan payment
period ranging from three to 20 years. Virtually all of the Bank’s commercial real estate loans,
as well as its construction loans discussed below, are secured by real estate located in the Bank’s
primary market area. At December 31, 2008, the largest outstanding commercial real estate loan was
a $5.9 million loan, which is secured by an office building. This loan was performing according to
its terms at December 31, 2008.
Loans secured by commercial real estate are larger and involve greater risks than one-to-four
family residential mortgage loans. Because payments on loans secured by such properties are often
dependent on the successful operation or management of the properties, repayment of such loans may
be subject to a greater extent to adverse conditions in the real estate market or the economy. As
a result of the greater emphasis that the Bank places on commercial real estate loans, the Bank is
increasingly exposed to the risks posed by this type of lending. To monitor cash flows on income
properties, the Bank requires borrowers and loan guarantors, if any, to provide annual financial
statements on multi-family or commercial real estate loans. In reaching a decision on whether to
make a multi-family or commercial real estate loan, the Bank considers the net operating income of
the property, the borrower’s expertise, credit history and profitability, and the value of the
underlying property. Environmental surveys are generally required for commercial real estate loans
over $250,000.
Construction and Land Development Loans. The Bank offers construction loans to individuals
and building contractors for the construction of one-to-four family dwellings. Construction loans
totaled $20.3 million at December 31, 2008. Loans to individuals primarily consist of
construction/permanent loans, which have fixed rates, payable monthly for the construction period
and are followed by a 30-year, fixed or adjustable-rate permanent loan. The Bank also provides
construction and land development loans to home building and real estate development companies.
Generally, these loans are secured by the real estate under construction as well as by
guarantees of the principals involved. Draws are made upon satisfactory completion of
predefined stages of construction or development. The Bank will typically lend up to the lower of
80% of the appraised value or purchase price.
3
In addition, the Bank offers loans to acquire and develop land, as well as loans on
undeveloped, subdivided lots for home building by individuals. Land acquisition and development
loans totaled $37.3 million at December 31, 2008. Bank policy requires that zoning and permits
must be in place prior to making development loans.
The Bank’s ability to originate all types of construction and development loans is heavily
dependent on the continued demand for single-family housing construction in the Bank’s market
areas. As demand for newly constructed housing has fallen, the Bank’s growth in these loans has
slowed. Although construction and development loan balances grew in 2008 compared to 2007, their
percentage of the total loan portfolio fell from 11.03% at December 31, 2007 to 10.50% at December
31, 2008. If the demand for new houses in the Bank’s market areas continues to decline, the Bank
may be forced to reduce this portion of its loan portfolio. In addition, a continued decline in
demand for new housing might adversely affect the ability of borrowers to repay these loans. There
can be no assurance of the Bank’s ability to continue growth and profitability in its construction
lending activities in the event of such a decline.
Construction and land development loans are inherently riskier than providing financing on
owner-occupied real estate. The Bank’s risk of loss is dependent on the accuracy of the initial
estimate of the market value of the completed project as well as the accuracy of the cost estimates
made to complete the project. In addition, the volatility of the real estate market has made it
increasingly difficult to ensure the valuation of land associated with these loans is accurate.
During the construction phase, a number of factors could result in delays and cost overruns. If
the estimate of construction costs proves to be inaccurate, the Bank may be required to advance
funds beyond the amount originally committed to permit completion of the development. If the
estimate of value proves to be inaccurate, the Bank may be confronted, at or before the maturity of
the loan, with a project having a value that is insufficient to assure full repayment. As a result
of the foregoing, construction lending often involves the disbursement of substantial funds with
repayment dependent, in part, on the success of the ultimate project rather than the ability of the
borrower or guarantor to repay principal and interest. If the Bank is forced to foreclose on a
project before or at completion due to a default, there can be no assurance that the Bank will be
able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related
foreclosure and holding costs.
Home Equity and Second Mortgage Loans. The Bank has maintained a portfolio of home equity and
second mortgage loans. Home equity loans, which totaled $17.4 million at December 31, 2008, are
generally made in the form of lines of credit with minimum amounts of $5,000, have terms of up to
20 years, variable rates priced at prime or some margin above prime, and require an 80% or 90%
loan-to-value ratio (including any prior liens), depending on the specific loan program. Second
mortgage loans, which totaled $8.0 million at December 31, 2008; are fixed and variable-rate loans
that have original terms between five and 15 years. Loan-to-value ratios of up to 80% or 95% are
allowed depending on the specific loan program.
These products contain a higher risk of default than residential first mortgages as in the
event of foreclosure, the first mortgage would need to be paid off prior to collection of the
second mortgage. This risk has been heightened as the market value of residential property has
declined. The Bank is monitoring property values on its second mortgages and is lowering credit
availability where prudent. The Bank believes that its policies and procedures are sufficient to
mitigate the additional risk posed by these loans at the current time.
Commercial Loans. The Bank offers commercial loans to its business customers. The Bank
offers a variety of commercial loan services including term loans and lines of credit. Such loans
are generally made for terms of five years or less. The Bank offers both fixed-rate and
adjustable-rate loans under these product lines. This portion of our portfolio has grown rapidly
in the last several years, growing from $37.5 million and 12.8% of the portfolio at December 31,
2004 to $101.9 million and 18.6% of the overall loan portfolio at December 31, 2008. When making
commercial business loans, the Bank considers the financial statements of the borrower, the
borrower’s payment history of both corporate and personal debt, the projected cash flow of the
business, the viability of the industry in which the consumer operates, the value of the
collateral, and the borrower’s ability to service the debt from income. These loans are primarily
secured by equipment, real property, accounts receivable, or other security as determined by the
Bank. The higher interest rates and shorter loan terms available on
commercial lending make these products attractive to the Bank.
4
Commercial business loans,
however, entail greater risk than residential mortgage loans. Unlike residential mortgage loans,
which generally are made on the basis of the borrower’s ability to make repayment from his or her
employment or other income and which are secured by real property whose value tends to be more
easily ascertainable, commercial loans are made on the basis of the borrower’s ability to make
repayment from the cash flow of the borrower’s business. As a result, the availability of funds
for the repayment of commercial loans may depend substantially on the success of the business
itself. In the case of business failure, collateral would need to be liquidated to provide
repayment for the loan. In many cases, the highly specialized nature of collateral equipment would
make full recovery from the sale of collateral problematic. The Bank attempts to control these
risks by establishing guidelines that provide for loans with low loan-to-value ratios. At December
31, 2008, the largest outstanding commercial loan was $9.5 million, which was secured by commercial
real estate, cash and investments. This loan was performing according to its terms at December 31,
2008.
Consumer Loans. The Bank has developed a number of programs to serve the needs of its
customers with primary emphasis upon direct loans secured by automobiles, boats, recreational
vehicles and trucks. The Bank also makes home improvement loans and offers both secured and
unsecured personal lines of credit. Consumer loans totaled $2.0 million at December 31, 2008. The
higher interest rates and shorter loan terms available on consumer lending make these products
attractive to the Bank. Consumer loans entail greater risk than residential mortgage loans,
particularly in the case of consumer loans, which are unsecured or secured by rapidly depreciable
assets such as automobiles. In such cases, any repossessed collateral may not provide an adequate
source of repayment of the outstanding loan balance. The remaining deficiency often does not
warrant further substantial collection efforts against the borrower. In addition, consumer loan
collections are dependent on the borrower’s continuing financial stability and thus are more likely
to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the
application of various federal and state laws including federal and state bankruptcy and insolvency
laws, may limit the amount that can be recovered on such loans. Such loans may also give rise to
claims and defenses by a consumer loan borrower against an assignee such as the Bank, and a
borrower may be able to assert against such assignee claims and defenses that it has against the
seller of the underlying collateral.
Commercial Equipment Loans. The Bank also maintains a commercial equipment financing
portfolio. Commercial equipment loans totaled $20.5 million, or 3.7% of the total loan portfolio,
at December 31, 2008. These loans consist primarily of fixed-rate, short-term loans collateralized
by customers’ equipment including trucks, cars, construction equipment, and other more specialized
equipment. When making commercial equipment loans, the Bank considers the financial statements of
the borrower, the borrower’s payment history of both corporate and personal debt, the projected
cash flows of the business, the viability of the industry in which the consumer operates, the value
of the collateral and the borrower’s ability to repay the loans from income. The higher interest
rates and shorter loan terms available on commercial equipment lending make these products
attractive to the Bank. These loans entail greater risk than loans such as residential mortgage
loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s
ability to make repayment from his or her employment or other income and which are secured by real
property whose value tends to be more easily ascertainable, commercial loans are of higher risk and
typically are made on the basis of the borrower’s ability to make repayment from the cash flow of
the borrower’s business. As a result, the availability of funds for the repayment of commercial
loans may depend substantially on the success of the business itself. In the case of business
failure, collateral would need to be liquidated to provide repayment for the loan. In many cases,
the highly specialized nature of collateral equipment would make full recovery from the sale of
collateral problematic. The Bank attempts to control these risks by establishing guidelines that
provide for over collateralization of the loans.
5
Loan Portfolio Analysis. Set forth below is selected data relating to the composition of the
Bank’s loan portfolio by type of loan on the dates indicated.
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At December 31, |
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2008 |
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2007 |
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2006 |
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2005 |
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2004 |
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Amount |
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% |
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Amount |
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% |
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Amount |
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% |
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Amount |
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% |
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Amount |
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% |
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(Dollars in Thousands) |
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Real Estate Loans |
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Commercial |
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$ |
236,410 |
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43.11 |
% |
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$ |
190,484 |
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41.55 |
% |
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$ |
181,933 |
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42.63 |
% |
|
$ |
170,096 |
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|
45.53 |
% |
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$ |
137,983 |
|
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|
47.07 |
% |
Residential first mortgage |
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|
104,607 |
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|
|
19.07 |
% |
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|
90,932 |
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|
|
19.83 |
% |
|
|
80,781 |
|
|
|
18.93 |
% |
|
|
73,628 |
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|
19.71 |
% |
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|
59,087 |
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|
20.16 |
% |
Construction and land development |
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|
57,565 |
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10.50 |
% |
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|
50,577 |
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|
11.03 |
% |
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|
41,715 |
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|
|
9.77 |
% |
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|
31,450 |
|
|
|
8.42 |
% |
|
|
17,598 |
|
|
|
6.00 |
% |
Home equity and second mortgage |
|
|
25,412 |
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4.63 |
% |
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|
24,650 |
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|
5.38 |
% |
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|
24,572 |
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|
5.76 |
% |
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|
25,884 |
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|
|
6.93 |
% |
|
|
23,925 |
|
|
|
8.16 |
% |
Commercial loans |
|
|
101,936 |
|
|
|
18.59 |
% |
|
|
75,247 |
|
|
|
16.41 |
% |
|
|
76,651 |
|
|
|
17.96 |
% |
|
|
52,651 |
|
|
|
14.09 |
% |
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|
37,495 |
|
|
|
12.79 |
% |
Consumer loans |
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|
2,046 |
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|
0.37 |
% |
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|
2,465 |
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0.54 |
% |
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|
2,813 |
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|
0.66 |
% |
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|
3,128 |
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|
0.84 |
% |
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|
3,463 |
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|
1.18 |
% |
Commercial equipment |
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|
20,458 |
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|
3.73 |
% |
|
|
24,113 |
|
|
|
5.26 |
% |
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|
18,288 |
|
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|
4.29 |
% |
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|
16,742 |
|
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|
4.48 |
% |
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|
13,596 |
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|
4.64 |
% |
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Total loans |
|
|
548,434 |
|
|
|
100.00 |
% |
|
|
458,468 |
|
|
|
100.00 |
% |
|
|
426,754 |
|
|
|
100.00 |
% |
|
|
373,579 |
|
|
|
100.00 |
% |
|
|
293,147 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Deferred loan fees |
|
|
311 |
|
|
|
|
|
|
|
371 |
|
|
|
|
|
|
|
490 |
|
|
|
|
|
|
|
604 |
|
|
|
|
|
|
|
764 |
|
|
|
|
|
Loan loss reserve |
|
|
5,146 |
|
|
|
|
|
|
|
4,482 |
|
|
|
|
|
|
|
3,784 |
|
|
|
|
|
|
|
3,383 |
|
|
|
|
|
|
|
3,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
542,977 |
|
|
|
|
|
|
$ |
453,614 |
|
|
|
|
|
|
$ |
422,480 |
|
|
|
|
|
|
$ |
369,592 |
|
|
|
|
|
|
$ |
289,325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
Loan Originations, Purchases and Sales. The Bank solicits loan applications through its
branch network, directly through referrals from customers, and through marketing by commercial and
residential mortgage loan officers. Loans are processed and approved according to guidelines
deemed appropriate for each product type. Loan requirements such as income verification,
collateral appraisal, and credit reports vary by loan type. Loan processing functions are
generally centralized except for small consumer loans.
Loan Approvals, Procedures and Authority. Loan approval authority is established by Board
policy and delegated as deemed necessary and appropriate. Loan approval authorities vary by
individual with the President having approval authority up to $1.25 million, Chief Lending Officer
$1.0 million, and the Chief Credit Officer $750,000. The individual lending authority of the other
lenders is set by management and based on their individual abilities. The loan approval
authorities of the President, Chief Lending Officer and the Chief Credit Officer may be combined
and a minimum of at least two of the three need to be present in an officers’ loan committee to
approve loans up to $2.0 million. In cases where time is of the essence, the officers’ loan
committee consisting of all three members may unanimously approve loans to relationships in excess
of the $2.0 million up to the legal limit with a later ratification by the Board Credit Review
Committee. A loan committee consisting of at least three board members of the Board (the “Credit
Review Committee”) ratifies all commercial real estate loans and approves or renews all loans to
relationships that exceed $2.0 million, except for those noted above that exceed the $2.0 million
limit in certain cases. Depending on the loan and collateral type, conditions for protecting the
Bank’s collateral are specified in the loan documents. Typically these conditions might include
requirements to maintain hazard and title insurance and to pay property taxes
Depending on market conditions, mortgage loans may be originated primarily with the intent to
sell to third parties such as Fannie Mae or Freddie Mac. However, no mortgage loans were sold by
the Bank in 2008. To comply with internal and regulatory limits on loans to one borrower, the Bank
routinely sells portions of commercial and commercial real estate loans to other lenders. The Bank
sold $2.3 million in participations in 2008. The Bank also routinely buys portions of loans, or
participation certificates from other lenders. The Bank only purchases loans or portions of loans
after reviewing loan documents, underwriting support, and other procedures, as necessary. The Bank
purchased $1.3 million in participations in 2008. Purchased loans are subject to the same
regulatory and internal policy requirements as other loans in the Bank’s portfolio.
Loans to One Borrower. Under Maryland law, the maximum amount that the Bank is permitted to
lend to any one borrower and his or her related interests may generally not exceed 10% of the
Bank’s unimpaired capital and surplus, which is defined to include the Bank’s capital, surplus,
retained earnings and 50% of its reserve for possible loan losses. Under this authority, the Bank
would have been permitted to lend up to $10.3 million to any one borrower at December 31, 2008. By
interpretive ruling of the Commissioner of Financial Regulation, Maryland banks have the option of
lending up to the amount that would be permissible for a national bank, which is generally 15% of
unimpaired capital and surplus (defined to include a bank’s total capital for regulatory capital
purposes plus any loan loss allowances not included in regulatory capital). Under this formula,
the Bank would have been permitted to lend up to $12.4 million to any one borrower at December 31,
2008. At December 31, 2008, the largest amount outstanding to any one borrower and his or her
related interests was $11.3 million.
Loan Commitments. The Bank does not normally negotiate standby commitments for the
construction and purchase of real estate. Conventional loan commitments are granted for a
one-month period. The Bank’s outstanding commitments to originate loans at December 31, 2008 were
approximately $31.8 million, excluding undisbursed portions of loans in process. It has been the
Bank’s experience that few commitments expire unfunded.
7
Maturity of Loan Portfolio. The following table sets forth certain information at December
31, 2008 regarding the dollar amount of loans maturing in the Bank’s portfolio based on their
contractual terms to maturity. Demand loans, loans having no stated schedule of repayments and no
stated maturity, and overdrafts are reported as due in one year or less.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Due within one |
|
|
Due after one year through |
|
|
Due more than |
|
| |
|
year after |
|
|
five years from |
|
|
five years from |
|
| |
|
December 31, 2008 |
|
|
December 31, 2008 |
|
|
December 31, 2008 |
|
| |
|
(In thousands) |
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
48,929 |
|
|
$ |
44,578 |
|
|
$ |
142,903 |
|
Residential first mortgage |
|
|
5,141 |
|
|
|
17,656 |
|
|
|
81,810 |
|
Construction and land development |
|
|
55,445 |
|
|
|
2,120 |
|
|
|
— |
|
Home equity and second mortgage |
|
|
15,883 |
|
|
|
2,973 |
|
|
|
6,556 |
|
Commercial lines of credit |
|
|
101,936 |
|
|
|
— |
|
|
|
— |
|
Consumer loans |
|
|
702 |
|
|
|
1,036 |
|
|
|
308 |
|
Commercial equipment |
|
|
6,197 |
|
|
|
10,501 |
|
|
|
3,760 |
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
234,233 |
|
|
$ |
78,864 |
|
|
$ |
235,337 |
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the dollar amount of all loans due after one year from December
31, 2008, which have predetermined interest rates and have floating or adjustable interest rates.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Floating or |
|
|
|
|
| |
|
Fixed Rates |
|
|
Adjustable Rates |
|
|
Total |
|
| |
|
(In thousands) |
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
31,576 |
|
|
$ |
155,905 |
|
|
$ |
187,481 |
|
Residential first mortgage |
|
|
92,006 |
|
|
|
7,460 |
|
|
|
99,466 |
|
Construction and land
development |
|
|
— |
|
|
|
2,120 |
|
|
|
2,120 |
|
Home equity and second
mortgage |
|
|
9,530 |
|
|
|
— |
|
|
|
9,530 |
|
Commercial lines of credit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Consumer loans |
|
|
1,343 |
|
|
|
— |
|
|
|
1,343 |
|
Commercial equipment |
|
|
14,261 |
|
|
|
— |
|
|
|
14,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
148,716 |
|
|
$ |
165,485 |
|
|
$ |
314,201 |
|
|
|
|
|
|
|
|
|
|
|
Delinquencies. The Bank’s collection procedures provide that when a loan is 15 days
delinquent, the borrower is contacted by mail and payment is requested. If the delinquency
continues, subsequent efforts will be made to contact the delinquent borrower and obtain payment.
If these efforts prove unsuccessful, the Bank will pursue appropriate legal action including
repossession of the collateral and other actions as deemed necessary. In certain instances, the
Bank will attempt to modify the loan or grant a limited moratorium on loan payments to enable the
borrower to reorganize his financial affairs.
Non-Performing Assets and Asset Classification. Loans are reviewed on a regular basis and are
placed on a non-accrual status when, in the opinion of management, the collection of additional
interest is doubtful. Residential mortgage loans are placed on non-accrual status when either
principal or interest is 90 days or more past due unless they are adequately secured and there is
reasonable assurance of full collection of principal and interest. Consumer loans generally are
charged off when the loan becomes more than 180 days delinquent. Commercial business and real
estate loans are placed on non-accrual status when the loan is 90 days or more past due or when the
loan’s condition puts the timely repayment of principal and interest in doubt. Interest accrued
and unpaid at the time a loan is placed on non-accrual status is charged against interest income.
Subsequent payments are either applied to the outstanding principal balance or recorded as interest
income, depending on management’s assessment of the ultimate collectibility of the loan.
8
Foreclosed Real Estate. Real estate acquired by the Bank as a result of foreclosure or by deed in
lieu of foreclosure is classified as foreclosed real estate until such time as it is sold. When
such property is acquired, it is recorded at its fair market value. Subsequent to foreclosure, the
property is carried at the lower of cost or fair value less selling costs. Additional write-downs
as well as carrying expenses of the foreclosed properties are charged to expenses in the current
period. The Bank had no foreclosed real estate at December 31, 2008.
Delinquent and Nonaccrual Loans. The following table sets forth information with respect to the
Bank’s non-performing loans for the dates indicated. As of December 31, 2008, the Bank had loans
in the amount of $1,743,000 considered impaired loans within the meaning of Statement of Financial
Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan” and No. 118,
“Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures” and no
accruing loans that are contractually past due 90 days or more and no troubled debt restructurings.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
At December 31, |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
| |
|
(In thousands) |
|
Loans accounted for on a nonaccrual basis: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
1,208 |
|
|
$ |
— |
|
|
$ |
390 |
|
|
$ |
— |
|
|
$ |
— |
|
Residential first mortgage |
|
|
— |
|
|
|
274 |
|
|
|
273 |
|
|
|
273 |
|
|
|
273 |
|
Construction and land development |
|
|
1,840 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Home equity and second mortgage |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53 |
|
|
|
— |
|
Commercial loans |
|
|
903 |
|
|
|
60 |
|
|
|
303 |
|
|
|
258 |
|
|
|
393 |
|
Consumer loans |
|
|
148 |
|
|
|
80 |
|
|
|
80 |
|
|
|
7 |
|
|
|
9 |
|
Commercial equipment |
|
|
837 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
4,936 |
|
|
|
414 |
|
|
|
1,046 |
|
|
|
591 |
|
|
|
675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans |
|
$ |
4,936 |
|
|
$ |
414 |
|
|
$ |
1,046 |
|
|
$ |
591 |
|
|
$ |
675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2008, gross interest income of $479,000 would have been
recorded on loans accounted for on a non-accrual basis if the loans had been current throughout the
period. During 2008, the Company recognized $254,000 in interest on these loans. The accrual of
interest on mortgage and commercial loans is discontinued at the time the loan is 90 days
delinquent unless the credit is well secured and in the process of collection. Consumer loans are
charged-off no later than 180 days past due. In all cases, loans are placed on non-accrual or
charged-off at an earlier date, if collection of principal or interest is considered doubtful. All
interest accrued but not collected from loans that are placed on non-accrual or charged-off is
reversed against interest income. The interest on these loans is accounted for on the cash-basis
or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual
status when all principal and interest amounts contractually due are brought current and future
payments are reasonably assured.
9
The following table sets forth an analysis of activity in the Bank’s allowance for loan losses
for the periods indicated.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
At December 31, |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
| |
|
(Dollars in Thousands) |
|
Balance at beginning of period |
|
$ |
4,482 |
|
|
$ |
3,784 |
|
|
$ |
3,383 |
|
|
$ |
3,058 |
|
|
$ |
2,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
— |
|
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Construction and land development |
|
|
287 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Home equity and second mortgage |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Commercial loans |
|
|
202 |
|
|
|
73 |
|
|
|
— |
|
|
|
3 |
|
|
|
1 |
|
Consumer loans |
|
|
67 |
|
|
|
56 |
|
|
|
8 |
|
|
|
2 |
|
|
|
3 |
|
Commercial equipment |
|
|
83 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Charge-offs: |
|
|
639 |
|
|
|
158 |
|
|
|
8 |
|
|
|
9 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential first mortgage |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33 |
|
Consumer loans |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
— |
|
|
|
9 |
|
Commercial equipment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Recoveries |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
5 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
637 |
|
|
|
156 |
|
|
|
5 |
|
|
|
4 |
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Possible Loan Losses |
|
|
1,301 |
|
|
|
855 |
|
|
|
406 |
|
|
|
329 |
|
|
|
453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
5,146 |
|
|
$ |
4,482 |
|
|
$ |
3,784 |
|
|
$ |
3,383 |
|
|
$ |
3,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
The following table allocates the allowance for loan losses by loan category at the dates
indicated. The allocation of the allowance to each category is not necessarily indicative of
future losses and does not restrict the use of the allowance to absorb losses in any category.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
At December 31, |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
| |
|
|
|
|
|
Percent |
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
Percent of |
|
| |
|
|
|
|
|
of Loans |
|
|
|
|
|
|
of Loans |
|
|
|
|
|
|
of Loans |
|
|
|
|
|
|
of Loans |
|
|
|
|
|
|
Loans in |
|
| |
|
|
|
|
|
in Each |
|
|
|
|
|
|
in Each |
|
|
|
|
|
|
in Each |
|
|
|
|
|
|
in Each |
|
|
|
|
|
|
Each |
|
| |
|
|
|
|
|
Category |
|
|
|
|
|
|
Category |
|
|
|
|
|
|
Category |
|
|
|
|
|
|
Category |
|
|
|
|
|
|
Category |
|
| |
|
|
|
|
|
to Total |
|
|
|
|
|
|
to Total |
|
|
|
|
|
|
to Total |
|
|
|
|
|
|
to Total |
|
|
|
|
|
|
to Total |
|
| |
|
Amount |
|
|
Loans |
|
|
Amount |
|
|
Loans |
|
|
Amount |
|
|
Loans |
|
|
Amount |
|
|
Loans |
|
|
Amount |
|
|
Loans |
|
| |
|
(Dollars in thousands) |
|
Real Estate Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
2,009 |
|
|
|
43.11 |
% |
|
$ |
1,739 |
|
|
|
41.55 |
% |
|
$ |
1,479 |
|
|
|
42.63 |
% |
|
$ |
1,466 |
|
|
|
45.53 |
% |
|
$ |
1,909 |
|
|
|
47.07 |
% |
Residential first mortgage |
|
|
105 |
|
|
|
19.07 |
% |
|
|
266 |
|
|
|
19.83 |
% |
|
|
97 |
|
|
|
18.93 |
% |
|
|
73 |
|
|
|
19.71 |
% |
|
|
59 |
|
|
|
20.16 |
% |
Construction and land development |
|
|
1,295 |
|
|
|
10.50 |
% |
|
|
1,125 |
|
|
|
11.03 |
% |
|
|
662 |
|
|
|
9.77 |
% |
|
|
502 |
|
|
|
8.42 |
% |
|
|
132 |
|
|
|
6.00 |
% |
Home equity and second mortgage |
|
|
102 |
|
|
|
4.63 |
% |
|
|
98 |
|
|
|
5.38 |
% |
|
|
104 |
|
|
|
5.76 |
% |
|
|
109 |
|
|
|
6.93 |
% |
|
|
120 |
|
|
|
8.16 |
% |
Commercial loans |
|
|
1,248 |
|
|
|
18.59 |
% |
|
|
930 |
|
|
|
16.41 |
% |
|
|
1,135 |
|
|
|
17.96 |
% |
|
|
709 |
|
|
|
14.09 |
% |
|
|
530 |
|
|
|
12.79 |
% |
Consumer loans |
|
|
43 |
|
|
|
0.37 |
% |
|
|
96 |
|
|
|
0.54 |
% |
|
|
126 |
|
|
|
0.66 |
% |
|
|
124 |
|
|
|
0.84 |
% |
|
|
138 |
|
|
|
1.18 |
% |
Commercial equipment |
|
|
344 |
|
|
|
3.73 |
% |
|
|
228 |
|
|
|
5.26 |
% |
|
|
181 |
|
|
|
4.29 |
% |
|
|
400 |
|
|
|
4.48 |
% |
|
|
170 |
|
|
|
4.64 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for loan losses |
|
$ |
5,146 |
|
|
|
100.00 |
% |
|
$ |
4,482 |
|
|
|
100.00 |
% |
|
$ |
3,784 |
|
|
|
100.00 |
% |
|
|
3,383 |
|
|
|
100.00 |
% |
|
|
3,058 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
The Bank closely monitors the loan payment activity of all its loans. The Bank periodically
reviews the adequacy of the allowance for loan losses based on an analysis of the loan portfolio,
the Bank’s historical loss experience, economic conditions in the Bank’s market area, and a review
of selected individual loans. Loan losses are charged off against the allowance when the
uncollectibility is confirmed. Subsequent recoveries, if any, are credited to the allowance. The
Bank believes it has established its existing allowance for loan losses in accordance with
accounting principles generally accepted in the United States of America and is in compliance with
appropriate regulatory guidelines. However, the establishment of the level of the allowance for
loan losses is highly subjective and dependent on incomplete information as to the ultimate
disposition of loans. Accordingly, there can be no assurance that actual losses may not vary from
the amounts estimated or that the Bank’s regulators will not require the Bank to significantly
increase or decrease its allowance for loan losses, thereby affecting the Bank’s financial
condition and earnings. For a more complete discussion of the allowance for loan losses, see the
section captioned “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical Accounting Policies” in the Company’s 2008 Annual Report to Stockholders.
Investment Activities
The Bank maintains a portfolio of investment securities to provide liquidity as well as a
source of earnings. The Bank’s investment securities portfolio consists primarily of
mortgage-backed and other securities issued by U.S. government-sponsored enterprises (“GSEs”)
including Freddie Mac and Fannie Mae. The Bank also has smaller holdings of privately issued
mortgage-backed securities, U.S. Treasury obligations, and other equity and debt securities. As a
member of the Federal Reserve and FHLB system, the Bank is also required to invest in the stock of
the Federal Reserve Bank of Richmond and FHLB of Atlanta.
The following table sets forth the carrying value of the Company’s investment securities
portfolio and FHLB of Atlanta and Federal Reserve Bank stock at the dates indicated. At December
31, 2008, 2007, and 2006, their estimated fair value was $124 million, $106 million, and $112
million, respectively.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
(In thousands) |
|
| |
|
At December 31, |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
Asset-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Freddie Mac and Fannie Mae |
|
$ |
93,049 |
|
|
$ |
72,072 |
|
|
$ |
72,602 |
|
Other |
|
|
25,150 |
|
|
|
25,283 |
|
|
|
29,956 |
|
|
|
|
|
|
|
|
|
|
|
Total asset-backed securities |
|
|
118,199 |
|
|
|
97,355 |
|
|
|
102,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Equity Securities |
|
|
157 |
|
|
|
251 |
|
|
|
342 |
|
Bond mutual funds |
|
|
3,560 |
|
|
|
3,390 |
|
|
|
3,262 |
|
Treasury bills |
|
|
1,000 |
|
|
|
799 |
|
|
|
800 |
|
Other Investments |
|
|
17 |
|
|
|
37 |
|
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
|
122,933 |
|
|
|
101,832 |
|
|
|
107,107 |
|
FHLB and Federal Reserve Bank stock |
|
|
6,453 |
|
|
|
5,355 |
|
|
|
6,100 |
|
|
|
|
|
|
|
|
|
|
|
Total investment securities and FHLB
and Federal Reserve Bank stock |
|
$ |
129,386 |
|
|
$ |
107,187 |
|
|
$ |
113,207 |
|
|
|
|
|
|
|
|
|
|
|
12
The maturities and weighted average yields for investment securities available for sale and
held to maturity at December 31, 2008 are shown below.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
After One |
|
|
After Five |
|
|
|
|
| |
|
One Year or Less |
|
|
Through Five Years |
|
|
Through Ten Years |
|
|
After Ten Years |
|
| |
|
Amortized |
|
|
Average |
|
|
Amortized |
|
|
Average |
|
|
Amortized |
|
|
Average |
|
|
Amortized |
|
|
Average |
|
| |
|
Cost |
|
|
Yield |
|
|
Cost |
|
|
Yield |
|
|
Cost |
|
|
Yield |
|
|
Cost |
|
|
Yield |
|
| |
|
(Dollars in thousands) |
|
Investment securities available
for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate equity securities |
|
$ |
156 |
|
|
|
1.12 |
% |
|
$ |
— |
|
|
|
0.00 |
% |
|
$ |
— |
|
|
|
0.00 |
% |
|
$ |
— |
|
|
|
0.00 |
% |
Asset-backed securities |
|
|
2,053 |
|
|
|
5.30 |
% |
|
|
5,146 |
|
|
|
5.27 |
% |
|
|
2,445 |
|
|
|
5.36 |
% |
|
|
570 |
|
|
|
5.92 |
% |
Mutual Funds |
|
|
3,503 |
|
|
|
4.19 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
securities
available for sale |
|
$ |
5,712 |
|
|
|
4.51 |
% |
|
$ |
5,146 |
|
|
|
5.27 |
% |
|
$ |
2,445 |
|
|
|
5.36 |
% |
|
$ |
570 |
|
|
|
5.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities held-to-
maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-backed securities |
|
$ |
36,205 |
|
|
|
5.12 |
% |
|
$ |
54,646 |
|
|
|
5.12 |
% |
|
$ |
15,459 |
|
|
|
5.37 |
% |
|
$ |
1,385 |
|
|
|
6.29 |
% |
Treasury bills |
|
|
1,000 |
|
|
|
0.22 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
Other investments |
|
|
— |
|
|
|
0.00 |
% |
|
|
17 |
|
|
|
3.26 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
— |
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
securities
held-to-maturity |
|
$ |
37,205 |
|
|
|
4.99 |
% |
|
$ |
54,663 |
|
|
|
5.12 |
% |
|
$ |
15,459 |
|
|
|
5.37 |
% |
|
$ |
1,385 |
|
|
|
6.29 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Bank’s investment policy provides that securities that will be held for indefinite periods
of time, including securities that will be used as part of the Bank’s asset/liability management
strategy and that may be sold in response to changes in interest rates, prepayments and similar
factors, are classified as available for sale and accounted for at fair value. Management’s intent
is to hold securities reported at amortized cost to maturity. Certain of the Company’s
asset-backed securities are issued by private issuers (defined as an issuer that is not a
government or a government-sponsored entity). The Company had no investments in any private
issuer’s securities that aggregate to more than 10% of the Company’s equity.
Deposits and Other Sources of Funds
General. The funds needed by the Bank to make loans are primarily generated by deposit
accounts solicited from the communities surrounding its main office and nine branches in the
Southern Maryland area. Total deposits were $525.2 million as of December 31, 2008. The Bank uses
borrowings from the FHLB of Atlanta, reverse repurchase agreements, and other sources to supplement
funding from deposits.
Deposits. The Bank’s deposit products include savings, money market, demand deposit, IRA,
SEP, Christmas clubs, and time deposit accounts. Variations in service charges, terms and interest
rates are used to target specific markets. Ancillary products and services for deposit customers
include safe deposit boxes, travelers checks, night depositories, automated clearinghouse
transactions, wire transfers, ATMs, and online and telephone banking. The Bank is a member of
JEANIE, Cirrus and STAR ATM networks. The Bank has occasionally used deposit brokers to obtain
funds. At December 31, 2008 the Bank obtained $61.4 million in deposits from deposit brokers
compared to $23.4 million at December 31, 2007.
13
The following table sets forth for the periods indicated the average balances outstanding and
average interest rates for each major category of deposits.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Year Ended December 31, |
|
| |
|
(Dollars in thousands) |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
| |
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
|
Average |
|
| |
|
Balance |
|
|
Rate |
|
|
Balance |
|
|
Rate |
|
|
Balance |
|
|
Rate |
|
Savings |
|
$ |
26,434 |
|
|
|
0.59 |
% |
|
$ |
28,391 |
|
|
|
0.97 |
% |
|
$ |
34,570 |
|
|
|
1.18 |
% |
Interest-bearing demand and
money market accounts |
|
|
132,512 |
|
|
|
1.75 |
% |
|
|
137,001 |
|
|
|
3.00 |
% |
|
|
104,410 |
|
|
|
2.92 |
% |
Certificates of deposit |
|
|
268,363 |
|
|
|
3.93 |
% |
|
|
222,769 |
|
|
|
4.72 |
% |
|
|
204,675 |
|
|
|
4.21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
427,310 |
|
|
|
|
|
|
|
388,161 |
|
|
|
3.84 |
% |
|
|
343,655 |
|
|
|
3.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand deposits |
|
|
42,955 |
|
|
|
|
|
|
|
45,969 |
|
|
|
|
|
|
|
42,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
470,265 |
|
|
|
2.77 |
% |
|
$ |
434,130 |
|
|
|
3.43 |
% |
|
$ |
385,685 |
|
|
|
3.13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table indicates the amount of the Bank’s certificates of deposit and other time
deposits of more than $100,000 by time remaining until maturity as of December 31, 2008.
| |
|
|
|
|
| |
|
Certificates |
|
| |
|
of Deposit |
|
| Maturity Period |
|
(In thousands) |
|
Three months or less |
|
$ |
36,310 |
|
Three through six months |
|
|
12,779 |
|
Six through twelve months |
|
|
35,650 |
|
Over twelve months |
|
|
30,928 |
|
|
|
|
|
Total |
|
$ |
115,667 |
|
|
|
|
|
Borrowings. Deposits are the primary source of funds for the Bank’s lending and investment
activities and for its general business purposes. The Bank uses advances from the FHLB of Atlanta
to supplement the supply of funds it may lend and to meet deposit withdrawal requirements.
Advances from the FHLB are secured by the Bank’s stock in the FHLB, a portion of the Bank’s
residential mortgage loans, and its eligible investments. Generally the Bank’s ability to borrow
from the FHLB of Atlanta is limited by its available collateral and also by an overall limitation
of 40% of assets. In addition to advances the Bank uses reverse repurchase agreements to enhance
its funding. Other short-term debt consists of notes payable to the U.S. Treasury on treasury, tax
and loan accounts. Long-term borrowings consist of adjustable-rate advances with rates based upon
LIBOR, fixed-rate advances, and convertible advances. The table below sets forth information about
borrowings for the years indicated.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
At or for the Year Ended December 31, |
|
| |
|
(dollars in thousands) |
|
| |
|
2008 |
|
|
2007 |
|
|
2006 |
|
| |
|
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt outstanding at end of period |
|
$ |
104,963 |
|
|
$ |
86,005 |
|
|
$ |
96,046 |
|
Weighted average rate on outstanding long-term debt at end of period |
|
|
3.81 |
% |
|
|
4.45 |
% |
|
|
4.42 |
% |
Maximum outstanding long-term debt of any month end |
|
|
104,998 |
|
|
|
96,042 |
|
|
|
108,078 |
|
Average outstanding long-term debt, during period |
|
|
102,112 |
|
|
|
86,993 |
|
|
|
101,520 |
|
Approximate average rate paid on long-term debt during period |
|
|
4.09 |
% |
|
|
4.49 |
% |
|
|
4.42 |
% |
Short-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt outstanding at end of period at end of period |
|
$ |
1,522 |
|
|
$ |
1,555 |
|
|
$ |
6,568 |
|
Weighted average rate on short-term debt at end of period |
|
|
1.83 |
% |
|
|
3.58 |
% |
|
|
5.08 |
% |
Maximum outstanding short-term debt at any month end during
period |
|
$ |
20,943 |
|
|
$ |
5,555 |
|
|
$ |
37,590 |
|
|
|
|
Average outstanding short-term debt |
|
|
4,355 |
|
|
|
2,902 |
|
|
|
18,129 |
|
Approximate average rate paid on short-term debt |
|
|
3.59 |
% |
|
|
3.51 |
% |
|
|
4.99 |
% |
For more information regarding the Bank’s borrowings, see Note 9 of Notes to Consolidated
Financial Statements.
14
Subsidiary Activities
Under the Maryland Financial Institutions Code, commercial banks may invest in service
corporations and in other subsidiaries that offer the public a financial, fiduciary or insurance
service. In April 1997, the Bank formed a wholly owned subsidiary, Community Mortgage Corporation
of Tri-County, to offer mortgage banking, brokerage, and other services to the public. This
corporation was inactive until 2001. At that time, the Bank transferred a property that was
acquired by deed in lieu of foreclosure to this subsidiary in order to complete development of this
parcel. This parcel was subsequently sold in 2007. In August 1999, the Bank formed a wholly-owned
subsidiary, Tri-County Investment Corporation to hold and manage a portion of the Bank’s investment
portfolio. Tri-County Investment Corporation was dissolved in November 2007.
The Company has two direct subsidiaries other than the Bank. In July 2004, Tri-County Capital
Trust I was established as a statutory trust under Delaware law as a wholly-owned subsidiary of the
Company to issue trust preferred securities. Tri-County Capital Trust I issued $7.0 million of
trust preferred securities on July 22, 2004. In June 2005, Tri-County Capital Trust II was also
established as a statutory trust under Delaware law as a wholly owned subsidiary of the Company to
issue trust preferred securities. Tri-County Capital Trust II issued $5.0 million of trust
preferred securities on June 15, 2005.
SUPERVISION AND REGULATION
Regulation of the Company
General. The Company is a public company registered with the Securities and Exchange
Commission (the “SEC”) and, as the sole stockholder of the Bank, it is a bank holding company and
registered as such with the Board of Governors of the Federal Reserve System (the “FRB”). Bank
holding companies are subject to comprehensive regulation by the FRB under the Bank Holding Company
Act of 1956, as amended (the “BHCA”), and the regulations of the FRB. As a public company the
Company is required to file annual, quarterly and current reports with the SEC, and as a bank
holding company, the Company is required to file with the FRB annual reports and such additional
information as the FRB may require, and is subject to regular examinations by the FRB. The FRB
also has extensive enforcement authority over bank holding companies, including, among other
things, the ability to assess civil money penalties, to issue cease and desist or removal orders,
and to require that a holding company divest subsidiaries (including its bank subsidiaries). In
general, enforcement actions may be initiated for violations of law and regulations and unsafe or
unsound practices. The following discussion summarizes certain of the regulations applicable to
the Company but does not purport to be a complete description of such regulations and is qualified
in its entirety by reference to the actual laws and regulations involved.
Under the BHCA, a bank holding company must obtain FRB approval before: (i) acquiring,
directly or indirectly, ownership or control of any voting shares of another bank or bank holding
company if, after such acquisition, it would own or control more than 5% of such shares (unless it
already owns or controls the majority of such shares); (ii) acquiring all or substantially all of
the assets of another bank or bank holding company; or (iii) merging or consolidating with another
bank holding company. In evaluating such application, the FRB considers factors such as the
financial condition and managerial resources of the companies involved, the convenience and needs
of the communities to be served and competitive factors.
The Riegle-Neal Interstate Banking and Branching Efficiency of 1994 (the “Riegle-Neal Act”)
authorized the FRB to approve an application of a bank holding company meeting certain qualitative
criteria to acquire control of, or acquire all or substantially all of the assets of, a bank
located in a state other than such holding company’s home state, without regard to whether the
transaction is prohibited by the laws of any state. The FRB may not approve the acquisition of a
bank that has not been in existence for the minimum time period (not exceeding five years)
specified by the statutory law of the host state. The Riegle-Neal Act also prohibits the FRB from
approving such an application if the applicant (and its depository institution affiliates) controls
or would control more than 10% of the insured deposits in the United States or 30% or more of the
deposits in the target bank’s home state or in any state in which the target bank maintains a
branch. The Riegle-Neal Act does not affect the authority of states to limit the percentage of
total insured deposits in the state that may be held or controlled by a bank or bank holding
company to the extent such limitation does not discriminate against out-of-state banks or bank
holding companies. Individual states may also waive the 30% state-wide concentration limit
contained in the Riegle-Neal Act. Under Maryland law, a bank holding company is prohibited from
acquiring control of any bank if the bank holding
company would control more than 30% of the total deposits of all depository institutions in the
State of Maryland unless waived by the Commissioner of Financial Regulation.
15
Additionally, the federal banking agencies are authorized to approve interstate bank merger
transactions without regard to whether such transaction is prohibited by the law of any state,
unless the home state of one of the banks opted out of the Riegle-Neal Act by adopting a law after
the date of enactment of the Riegle-Neal Act and prior to June 1, 1997, which applies equally to
all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks.
The State of Maryland did not pass such a law during this period. Interstate acquisitions of
branches are permitted only if the law of the state in which the branch is located permits such
acquisitions. Interstate mergers and branch acquisitions are also subject to the nationwide and
statewide insured deposit concentration amounts described above.
The BHCA also prohibits a bank holding company, with certain exceptions, from acquiring direct
or indirect ownership or control of more than 5% of the voting shares of any company that is not a
bank or bank holding company, or from engaging directly or indirectly in activities other than
those of banking, managing or controlling banks, or providing services for its subsidiaries. The
principal exceptions to these prohibitions involve certain non-bank activities which, by statute or
by FRB regulation or order, have been identified as activities closely related to the business of
banking or managing or controlling banks. The list of activities permitted by the FRB includes,
among other things, operating a savings institution, mortgage company, finance company, credit card
company or factoring company; performing certain data processing operations; providing certain
investment and financial advice; underwriting and acting as an insurance agent for certain types of
credit-related insurance; leasing property on a full-payout, non-operating basis; selling money
orders, travelers’ checks and United States Savings Bonds; real estate and personal property
appraising; providing tax planning and preparation services; and, subject to certain limitations,
providing securities brokerage services for customers.
Effective with the enactment of the Gramm-Leach-Bliley Act (the “G-L-B Act”), bank holding
companies whose financial institution subsidiaries are “well capitalized” and “well managed” and
have satisfactory Community Reinvestment Act records can elect to become “financial holding
companies”, which are permitted to engage in a broader range of financial activities than are
permitted to bank holding companies. Financial holding companies are authorized to engage in,
directly or indirectly, financial activities. A financial activity is an activity that is: (i)
financial in nature; (ii) incidental to an activity that is financial in nature; or (iii)
complementary to a financial activity and that does not pose a safety and soundness risk. The
G-L-B Act includes a list of activities that are deemed to be financial in nature. Other
activities also may be decided by the FRB to be financial in nature or incidental thereto if they
meet specified criteria. A financial holding company that intends to engage in a new activity to
acquire a company to engage in such an activity is required to give prior notice to the FRB. If
the activity is not either specified in the G-L-B Act as being a financial activity or one that the
FRB has determined by rule or regulation to be financial in nature, the prior approval of the FRB
is required.
Federal law provides that no person (broadly defined to include business entities) “directly
or indirectly or acting in concert with one or more persons, or through one or more subsidiaries,
or through one or more transactions,” may acquire “control” of a bank holding company or insured
bank without the approval of the appropriate federal regulator, which in the Company’s (and Bank’s)
case will be the FRB. Control is defined to mean direct or indirect ownership, control of, or
holding irrevocable proxies representing 25% or more of any class of voting stock, control in any
manner of the election of a majority of the bank’s directors or a determination by the FRB that the
acquirer has or would have the power to direct, or directly or indirectly to exercise a controlling
influence over, the management or policies of the institution. Acquisition of more than 10% of any
class of stock creates a rebuttable presumption of control under certain circumstances that
requires that a filing be made with the FRB unless the FRB determines that the presumption has been
rebutted. Any company that seeks to acquire 25% or more of a class of a bank’s voting stock, or
otherwise acquire control, must first receive the prior approval of the FRB under the Bank Holding
Company Act and no existing bank holding company may acquire more than 5% of any class of a
nonsubsidiary bank’s voting stock without prior FRB approval.
16
The Maryland Financial Institutions Code prohibits a bank holding company from acquiring more
than 5% of any class of voting stock of a bank or bank holding company without the approval of the
Commissioner of Financial Regulation, except as otherwise expressly permitted by federal law or in
certain other limited situations.
The Maryland Financial Institutions Code additionally prohibits
any person from acquiring voting stock in a bank or
bank holding company without 60 days prior notice to the Commissioner if such acquisition will give
the person control of 25% or more of the voting stock of the bank or bank holding company or will
affect the power to direct or to cause the direction of the policy or management of the bank or
bank holding company. Any doubt whether the stock acquisition will affect the power to direct or
cause the direction of policy or management shall be resolved in favor of reporting to the
Commissioner. The Commissioner may deny approval of the acquisition if the Commissioner determines
it to be anti-competitive or to threaten the safety or soundness of a banking institution. Voting
stock acquired in violation of this statute may not be voted for five years.
Dividends. The FRB has issued a policy statement on the payment of cash dividends by bank
holding companies, which expresses the FRB’s view that a bank holding company should pay cash
dividends only to the extent that the company’s net income for the past year is sufficient to cover
both the cash dividends and a rate of earnings retention that is consistent with the company’s
capital needs, asset quality and overall financial condition. The FRB also indicated that it would
be inappropriate for a company experiencing serious financial problems to borrow funds to pay
dividends. Furthermore, under the prompt corrective action regulations adopted by the FRB pursuant
to Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), the FRB may prohibit a bank
holding company from paying any dividends if the holding company’s bank subsidiary is classified as
“undercapitalized.”
Stock Repurchases. Bank holding companies are required to give the FRB prior written notice
of any purchase or redemption of its outstanding equity securities if the gross consideration for
the purchase or redemption, when combined with the net consideration paid for all such purchases or
redemptions during the preceding 12 months, is equal to 10% or more of the their consolidated
retained earnings. The FRB may disapprove such a purchase or redemption if it determines that the
proposal would constitute an unsafe or unsound practice or would violate any law, regulation, FRB
order, or any condition imposed by, or written agreement with, the FRB. There is an exception for
this approval requirement for certain well-capitalized, well-managed bank holding companies.
Capital Requirements. The FRB has established capital requirements, similar to the capital
requirements for state member banks, for bank holding companies with consolidated assets of $500
million or more. As of December 31, 2008, the Company’s levels of consolidated regulatory capital
exceeded the FRB’s minimum requirements.
Regulation of the Bank
General. The Bank is a Maryland commercial bank and its deposit accounts are insured by the
Deposit Insurance Fund of the FDIC. The Bank is a member of the Federal Reserve and FHLB systems.
The Bank is subject to supervision, examination and regulation by Commissioner of Financial
Regulation of the State of Maryland (the “Commissioner”) and the FRB and to Maryland and federal
statutory and regulatory provisions governing such matters as capital standards, mergers, and
establishment of branch offices. The FDIC, as deposit insurer, has certain secondary examination
and supervisory authority. The Bank is required to file reports with the Commissioner and the FRB
concerning its activities and financial condition and is required to obtain regulatory approvals
prior to entering into certain transactions, including mergers with, or acquisitions of, other
depository institutions.
As an institution with federally insured deposits, the Bank is subject to various operational
regulations promulgated by the FRB, including Regulation B (Equal Credit Opportunity), Regulation D
(Reserve Requirements), Regulation E (Electronic Fund Transfers), Regulation P (Privacy),
Regulation W (Transactions Between Member Banks and Their Affiliates), Regulation Z (Truth in
Lending), Regulation CC (Availability of Funds and Collection of Checks) and Regulation DD (Truth
in Savings).
The system of regulation and supervision applicable to the Bank establishes a comprehensive
framework for the operations of the Bank and is intended primarily for the protection of the FDIC
and the depositors of the Bank. The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement activities, including
with respect to the classification of assets and the establishment of loss reserves for regulatory
purposes. Changes in the regulatory framework could have a material effect on the Bank and its
respective operations that in turn, could have a material effect on the Company. The following
discussion
summarizes certain regulations applicable to the Bank but does not purport to be a complete
description of such regulations and is qualified in its entirety by reference to the actual laws
and regulations involved.
17
Capital Adequacy. The FRB has established guidelines with respect to the maintenance of
appropriate levels of capital by bank holding companies and state member banks, respectively. The
regulations impose two sets of capital adequacy requirements: minimum leverage rules, which require
bank holding companies and member 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.
The regulations of the FRB require bank holding companies and state member banks,
respectively, to maintain a minimum leverage ratio of “Tier 1 capital” (as defined in the
risk-based capital guidelines discussed in the following paragraphs) to total assets of 3.0%.
Although setting a minimum 3.0% leverage ratio, the capital regulations state that only the
strongest bank holding companies and banks, with composite examination ratings of 1 under the
rating system used by the federal bank regulators, would be permitted to operate at or near such
minimum level of capital. All other bank holding companies and banks are expected to maintain a
leverage ratio of at least 4.0%. Any bank or bank holding company experiencing or anticipating
significant growth would be expected to maintain capital well above the minimum levels. In
addition, the FRB has indicated that whenever appropriate, and in particular when a bank holding
company is undertaking expansion, seeking to engage in new activities, or otherwise facing unusual
or abnormal risks, it will consider, on a case-by-case basis, the level of an organization’s ratio
of tangible Tier 1 capital (after deducting all intangibles) to total assets in making an overall
assessment of capital.
The risk-based capital rules of the FRB require bank holding companies and state member banks,
respectively, to maintain minimum regulatory capital levels based upon a weighting of their assets
and off-balance sheet obligations according to risk. Risk-based capital is composed of two
elements: Tier 1 capital and Tier 2 capital. Tier 1 capital consists primarily of common
stockholders’ equity, certain perpetual preferred stock (which must be noncumulative in the case of
banks), and minority interests in the equity accounts of consolidated subsidiaries; less all
intangible assets, except for certain servicing assets, purchased credit card relationships,
deferred tax assets and credit enhancing interest-only strips. Tier 2 capital elements include,
subject to certain limitations, the allowance for losses on loans and leases; perpetual preferred
stock that does not qualify as Tier 1 capital and long-term preferred stock with an original
maturity of at least 20 years from issuance; hybrid capital instruments, including perpetual debt
and mandatory convertible securities, subordinated debt and intermediate-term preferred stock and
up to 45% of unrealized gains on available for sale equity securities with readily determinable
market values.
The risk-based capital regulations assign balance sheet assets and credit equivalent amounts
of off-balance sheet obligations to one of four broad risk categories based principally on the
degree of credit risk associated with the obligor. The assets and off-balance sheet items in the
four risk categories are weighted at 0%, 20%, 50% and 100%. These computations result in the total
risk-weighted assets. The risk-based capital regulations require all banks and bank holding
companies to maintain a minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to
total risk-weighted assets of 8%, with at least 4% as Tier 1 capital. For the purpose of
calculating these ratios: (i) Tier 2 capital is limited to no more than 100% of Tier 1 capital; and
(ii) the aggregate amount of certain types of Tier 2 capital is limited. In addition, the
risk-based capital regulations limit the allowance for loan losses includable as capital to 1.25%
of total risk-weighted assets.
FRB regulations and guidelines additionally specify that state member banks with significant
exposure to declines in the economic value of their capital due to changes in interest rates may be
required to maintain higher risk-based capital ratios.
The FRB has issued regulations that classify state member banks by capital levels and which
authorize the FRB to take various prompt corrective actions to resolve the problems of any bank
that fails to satisfy the capital standards. Under such regulations, a well capitalized bank is
one that is not subject to any regulatory order or directive to meet any specific capital level and
that has or exceeds the following capital levels: a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6%, and a leverage ratio of 5%. An adequately capitalized bank is one
that does not qualify as well capitalized but meets or exceeds the following capital requirements:
a total risk-based capital ratio of 8%, a Tier 1 risk-based capital ratio of 4%, and a leverage
ratio of either (i) 4% or (ii) 3%
if the bank has the highest composite examination rating.
18
A bank not meeting these criteria is
treated as undercapitalized, significantly undercapitalized, or critically undercapitalized
depending on the extent to which the bank’s capital levels are below these standards. A state
member bank that falls within any of the three undercapitalized categories established by the
prompt corrective action regulation will be subject to regulatory sanctions. As of December 31,
2008, the Bank was well capitalized as defined by the FRB’s regulations.
Branching. Maryland law provides that, with the approval of the Commissioner, Maryland banks
may establish branches within the State of Maryland without geographic restriction and may
establish branches in other states by any means permitted by the laws of such state or by federal
law. The Riegle-Neal Act authorizes the FRB to approve interstate branching by merger by state
member banks in any state that did not opt out and de novo in states that specifically allow for
such branching. The Riegle-Neal Act also required the appropriate federal banking agencies to
prescribe regulations that prohibit any out-of-state bank from using the interstate branching
authority primarily for the purpose of deposit production. These regulations include guidelines to
ensure that interstate branches operated by an out-of-state bank in a host state are reasonably
helping to meet the credit needs of the communities which they serve.
Dividend Limitations. Pursuant to the Maryland Financial Institutions Code, Maryland banks
may only pay dividends from undivided profits or, with the prior approval of the Commissioner,
their surplus in excess of 100% of required capital stock. The Maryland Financial Institutions
Code further restricts the payment of dividends by prohibiting a Maryland bank from declaring a
dividend on its shares of common stock until its surplus fund equals the amount of required capital
stock or, if the surplus fund does not equal the amount of capital stock, in an amount in excess of
90% of net earnings.
Without the approval of the FRB, a state member bank may not declare or pay a dividend if the
total of all dividends declared during the year exceeds its net income during the current calendar
year and retained net income for the prior two years. The Bank is further prohibited from making a
capital distribution if it would be thereafter undercapitalized within the meaning of the prompt
corrective action regulations discussed above. In addition, the Bank may not make a capital
distribution that would reduce its net worth below the amount required to maintain the liquidation
account established for the benefit of its depositors at the time of its conversion to stock form.
Insurance of Deposit Accounts. The deposits of the Bank are insured up to applicable limits
by the Deposit Insurance Fund of the FDIC. The Deposit Insurance Fund is the successor to the Bank
Insurance Fund and the Savings Association Insurance Fund, which were merged in 2006. Under the
FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk
categories based on supervisory evaluations, regulatory capital levels and certain other factors.
An institution’s assessment rate depends upon the category to which it is assigned, with less risky
institutions paying lower assessments. For 2008, assessments ranged from five to forty-three basis
points of assessable deposits. Due to losses incurred by the Deposit Insurance Fund from failed
institutions in 2008, and anticipated future losses, the FDIC has adopted, pursuant to a
Restoration Plan to replenish the fund, an across the board seven basis point increase in the
assessment range for the first quarter of 2009. The FDIC has proposed further refinements to its
risk-based assessment system that would be effective April 1, 2009 and would effectively make the
range eight to 77 1/2 basis points. The FDIC may adjust the scale uniformly from one quarter to
the next, except that no adjustment can deviate more than three basis points from the base scale
without notice and comment rulemaking. No institution may pay a dividend if in default of the
federal deposit insurance assessment.
Due to the recent difficult economic conditions, deposit insurance per account owner has been
raised to $250,000 for all types of accounts until January 1, 2010. In addition, the FDIC adopted
an optional Temporary Liquidity Guarantee Program by which, for a fee, noninterest bearing
transaction accounts would receive unlimited insurance coverage until December 31, 2009 and certain
senior unsecured debt issued by institutions and their holding companies between October 13, 2008
and June 30, 2009 would be guaranteed by the FDIC through June 30, 2012. The Bank made the
business decision to participate in the unlimited noninterest bearing transaction account coverage
and the Bank and Company opted to not participate in the unsecured debt guarantee program. Federal
law also provides for the possibility that the FDIC may pay dividends to insured institutions once
the Deposit Insurance fund reserve ratio equals or exceeds 1.35% of estimated insured deposits.
19
In addition to the assessment for deposit insurance, institutions are required to make
payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize a
predecessor deposit insurance fund. That payment is established quarterly and during the calendar
year ending December 31, 2008 averaged 1.12 basis points of assessable deposits.
The FDIC has authority to increase insurance assessments. A significant increase in insurance
premiums would likely have an adverse effect on the operating expenses and results of operations of
the Bank. Management cannot predict what insurance assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that the institution has
engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations
or has violated any applicable law, regulation, rule, order or condition imposed by the Federal
Deposit Insurance Corporation or the FRB. The management of the Bank does not know of any
practice, condition or violation that might lead to termination of deposit insurance.
Transactions with Affiliates. A state member bank or its subsidiaries may not engage in
“covered transactions” with any one affiliate in an amount greater than 10% of such bank’s capital
stock and surplus, and for all such transactions with all affiliates a state member bank is limited
to an amount equal to 20% of capital stock and surplus. All such transactions must also be on
terms substantially the same, or at least as favorable, to the bank or subsidiary as those provided
to a non-affiliate. The term “covered transaction” includes the making of loans, purchase of
assets, issuance of a guarantee and similar types of transactions. Certain covered transactions,
such as loans to affiliates, must meet specified collateral requirements. An affiliate of a state
member bank is any company or entity that controls or is under common control with the state member
bank and, for purposes of the aggregate limit on transactions with affiliates, any subsidiary that
would be deemed a financial subsidiary of a national bank. In a holding company context, the
parent holding company of a state member bank (such as the Company) and any companies that are
controlled by such parent holding company are affiliates of the state member bank. The BHCA
further prohibits a depository institution from extending credit to or offering any other services,
or fixing or varying the consideration for such extension of credit or service, on the condition
that the customer obtain some additional service from the institution or certain of its affiliates
or not obtain services of a competitor of the institution, subject to certain limited exceptions.
Loans to Directors, Executive Officers and Principal Stockholders. Loans to directors,
executive officers and principal stockholders of a state member bank must be made on substantially
the same terms as those prevailing for comparable transactions with persons who are not executive
officers, directors, principal stockholders or employees of the bank unless the loan is made
pursuant to a compensation or benefit plan that is widely available to employees and does not favor
insiders. Loans to any executive officer, director and principal stockholder together with all
other outstanding loans to such person and affiliated interests generally may not exceed 15% of the
Bank’s unimpaired capital and surplus and all loans to such persons may not exceed the
institution’s unimpaired capital and unimpaired surplus. Loans to directors, executive officers
and principal stockholders, and their respective affiliates, in excess of the greater of $25,000 or
5% of capital and surplus, or any loans aggregating $500,000 or more, must be approved in advance
by a majority of the board of directors of the bank with any “interested” director not
participating in the voting. State member banks are prohibited from paying the overdrafts of any
of their executive officers or directors unless payment is made pursuant to a written,
pre-authorized interest-bearing extension of credit plan that specifies a method of repayment or
transfer of funds from another account at the bank. In addition, loans to executive officers may
not be made on terms more favorable than those afforded other borrowers and are restricted as to
type, amount and terms of credit.
Enforcement. The Commissioner has extensive enforcement authority over Maryland banks. Such
authority includes the ability to issue cease and desist orders and civil money penalties and to
remove directors or officers. The Commissioner may also take possession of a Maryland bank whose
capital is impaired and seek to have a receiver appointed by a court.
The FRB has primary federal enforcement responsibility over state banks under its
jurisdiction, including the authority to bring enforcement action against all “institution-related
parties,” including stockholders, and any attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an institution.
Formal enforcement action may range from the issuance of capital directive or a cease and desist
order for the removal of officers and/or directors, receivership, conservatorship or termination of
deposit insurance. Civil money penalties cover a wide range of violations and actions, and range
up to $25,000 per day or even up to $1 million per day (in the most egregious cases). Criminal
penalties for most financial institution crimes include fines of up to $1 million and imprisonment
for up to 30 years.
20
Personnel
As of December 31, 2008, the Bank had 117 full-time employees and eight part-time employees.
The employees are not represented by a collective bargaining agreement. The Bank believes its
employee relations are good.
Executive Officers of the Registrant
The executive officers of the Company are as follows:
Michael L. Middleton (61 years old) is Chairman, President and Chief Executive Officer of the
Company and the Bank. Mr. Middleton joined the Bank in 1973 and served in various management
positions until 1979 when he became President of the Bank. Mr. Middleton is a Certified Public
Accountant and holds a Masters of Business Administration. From January 1996 to December 2004, Mr.
Middleton served on the Board of Directors of the Federal Home Loan Bank of Atlanta, serving as
Chairman of the Board from January 2004 to December 2004. He also served as its Board
Representative to the Council of Federal Home Loan Banks. Mr. Middleton has served on the Board of
Directors of the Federal Reserve Bank, Baltimore Branch, since January 2004. He also serves on
several philanthropic and civic boards. He is a trustee for the College of Southern Maryland and
Chairman of the Board of the Energetics Technology Corporation.
Gregory C. Cockerham (53 years old) joined the Bank in November 1988 and has served as Chief
Lending Officer since 1996. Before his appointment as Executive Vice President in 2000, Mr.
Cockerham served as Vice President of the Bank. Mr. Cockerham has been in banking for 30 years.
He is a Paul Harris Fellow with the Rotary Club of Charles County and serves on various civic
boards in Charles County.
William J. Pasenelli (50 years old) joined the Bank as Chief Financial Officer in April 2000.
Before joining the Bank, Mr. Pasenelli had been Chief Financial Officer of Acacia Federal Savings
Bank, Annandale, Virginia, since 1987. Mr. Pasenelli is a member of the American Institute of
Certified Public Accountants, the DC Institute of Certified Public Accountants, and other civic
groups.
James M. Burke (40 years old) joined the Bank in 2006. He serves as the Bank’s Executive Vice
President — Chief Credit Officer. Before his appointment as Executive Vice President in 2007, he
served as the Bank’s Senior Credit Officer. Prior to joining the Bank, Mr. Burke served as
Executive Vice President of Mercantile Southern Maryland Bank. Mr. Burke has 17 years of banking
experience. Mr. Burke is chairman of the board of directors of Civista Medical Center and is active
in other civic groups.
James F. DiMisa (49 years old) joined the Bank in 2006. He serves as Executive Vice President-
Chief Operating Officer. Prior to joining the Bank, Mr. DiMisa served as Executive Vice President
of Mercantile Southern Maryland Bank. Mr. DiMisa has 30 years of banking experience. Mr. DiMisa is
Chairman of the Board of Trustees for the Maryland Bankers School and a member of several other
civic and professional groups.
21
Item 1A. Risk Factors
An investment in shares of our common stock involves various risks. Our business, financial
condition and results of operations could be harmed by any of the following risks or by other risks
that have not been identified or that we may believe are immaterial or unlikely. The value or
market price of our common stock could decline due to any of these risks, and you may lose all or
part of your investment. The risks discussed below also include forward-looking statements, and
our actual results may differ substantially from those discussed in these forward-looking
statements.
Higher loan losses could require us to increase our allowance for loan losses through a charge to
earnings.
When we loan money we incur the risk that our borrowers do not repay their loans. We reserve
for loan losses by establishing an allowance through a charge to earnings. The amount of this
allowance is based on our assessment of loan losses inherent in our loan portfolio. The process
for determining the amount of the allowance is critical to our financial results and condition. It
requires subjective and complex judgments about the future, including forecasts of economic or
market conditions that might impair the ability of our borrowers to repay their loans. We might
underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the
amount reserved. We might increase the allowance because of changing economic conditions. For
example, in a rising interest rate environment, borrowers with adjustable-rate loans could see
their payments increase. There may be a significant increase in the number of borrowers who are
unable or unwilling to repay their loans, resulting in our charging off more loans and increasing
our allowance. In addition, when real estate values decline, the potential severity of loss on a
real estate-secured loan can increase significantly, especially in the case of loans with high
combined loan-to-value ratios. Our allowance for loan losses amounted to 0.94% of total loans
outstanding and 104% of nonperforming loans at December 31, 2008. Our allowance for loan losses at
December 31, 2008, may not be sufficient to cover future loan losses. We may be required to build
reserves, thus reducing earnings.
Certain interest rate movements may hurt our earnings.
During 2007, short-term market interest rates (which we use as a guide to price our deposits)
rose from historically low levels, while longer-term market interest rates (which we use as a guide
to price our longer-term loans) did not. This “flattening” of the interest yield curve had a
negative impact on our interest rate spread and net interest margin, which reduced our
profitability in 2007. In 2008, short-term rates fell during the last quarter of the year at an
unprecedented pace. This rapid decline in rates at the end of 2008 decreased yields on certain
types of lending. This downward pressure on loan yields generally was not matched by the same
amount of decline in interest rates paid on funding sources such as deposits and advances due to
market and contractual conditions. These rapid changes in interest rates negatively affected
margins in 2008.
Our increased emphasis on commercial and construction lending may expose us to increased lending
risks.
At December 31, 2008, our loan portfolio consisted of $236.4 million, or 43.1%, of commercial
real estate loans, $57.6 million, or 10.5%, of construction and land development loans, $101.9
million, or 18.6%, of commercial business loans and $20.5 million, or 3.7%, of commercial equipment
loans. We intend to increase or maintain our emphasis on these types of loans. These types of
loans generally expose a lender to greater risk of non-payment and loss than one- to four-family
residential mortgage loans because repayment of the loans often depends on the successful operation
of the property, the income stream of the borrowers and, for construction loans, the accuracy of
the estimate of the property’s value at completion of construction and the estimated cost of
construction. Such loans typically involve larger loan balances to single borrowers or groups of
related borrowers compared to one- to four-family residential mortgage loans. Commercial business
loans expose us to additional risks since they typically are made on the basis of the borrower’s
ability to make repayments from the cash flow of the borrower’s business and are secured by
non-real estate collateral that may depreciate over time. In addition, since such loans generally
entail greater risk than one- to four-family residential mortgage loans, we may need to increase
our allowance for loan losses in the future to account for the likely increase in probable incurred
credit losses associated with the growth of such loans. Also, many of our commercial and
construction borrowers have more than one loan outstanding with us. Consequently, an adverse
development with respect to one loan or one credit relationship can expose us to a significantly
greater risk of loss compared to an adverse development with respect to a one- to four-family
residential mortgage loan.
22
The limitations on executive compensation imposed through our participation in the Capital Purchase
Program may restrict our ability to attract, retain and motivate key employees, which could
adversely affect our operations.
As part of the transaction, we agreed to be bound by certain executive compensation
restrictions, including limitations on severance payments and the clawback of any bonus and
incentive compensation that were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria. Subsequent to the issuance of the preferred
stock, the President signed the American Recovery and Reinvestment Act of 2009 into law, which
provided more stringent limitations on severance pay and the payment of bonuses. To the extent
that any of these compensation restrictions do not permit us to provide a comprehensive
compensation package to our key employees that is competitive in our market area, we have
difficulty in attracting, retaining and motivating our key employees, which could have an adverse
effect on our results of operations.
The terms governing the issuance of the preferred stock to Treasury may be changed, the effect of
which may have an adverse effect on our operations.
The terms of agreement in which we entered into with the Treasury provides that the Treasury
may unilaterally amend any provision of the Securities Purchase Agreement to the extent required to
comply with any changes in applicable federal statutes that may occur in the future. The President
signed the American Recovery and Reinvestment Act of 2009, which placed more stringent limits were
placed on executive compensation, including a prohibition on the payment of bonuses or severance
and a requirement that compensation paid to executives be presented to shareholders for a
“non-binding” vote. We have no assurances that further changes in the terms of the transaction
will not occur in the future. Such changes may place further restrictions on our business or
results of operation, which may adversely affect the market price of our common stock.
Strong competition within our market area could hurt our profits and slow growth.
We face intense competition both in making loans and attracting deposits. This competition
has made it more difficult for us to make new loans and has occasionally forced us to offer higher
deposit rates. Price competition for loans and deposits might result in us earning less on our
loans and paying more on our deposits, which reduces net interest income. According to the Federal
Deposit Insurance Corporation, as of June 30, 2007, we held 13.4% of the deposits in Calvert,
Charles and St. Mary’s counties, Maryland, which was the third largest market share of deposits out
of the 15 financial institutions which held deposits in these counties. Some of the institutions
with which we compete have substantially greater resources and lending limits than we have and may
offer services that we do not provide. We expect competition to increase in the future as a result
of legislative, regulatory and technological changes and the continuing trend of consolidation in
the financial services industry. Our profitability depends upon our continued ability to compete
successfully in our market area.
If the value of real estate in Southern Maryland were to decline materially, a significant portion
of our loan portfolio could become under-collateralized, which could have a material adverse effect
on us.
With most of our loans concentrated in Southern Maryland, a decline in local economic
conditions could adversely affect the value of the real estate collateral securing our loans. A
decline in property values would diminish our ability to recover on defaulted loans by selling the
real estate collateral, making it more likely that we would suffer losses on defaulted loans.
Additionally, a decrease in asset quality could require additions to our allowance for loan losses
through increased provisions for loan losses, which would hurt our profits. Also, a decline in
local economic conditions may have a greater effect on our earnings and capital than on the
earnings and capital of larger financial institutions whose real estate loan portfolios are more
geographically diverse. Real estate values are affected by various factors in addition to local
economic conditions, including, among other things, changes in general or regional economic
conditions, governmental rules or policies and natural disasters.
Our business is subject to the success of the local economy in which we operate.
Because the majority of our borrowers and depositors are individuals and businesses located
and doing business in Southern Maryland, our success depends, to a significant extent, upon
economic conditions in Southern Maryland. Adverse economic conditions in our market area could
reduce our growth rate, affect the ability of our customers to repay their loans and generally
affect our financial condition and results of operations.
23
Conditions such as inflation, recession, unemployment, high interest rates, short money supply, scarce natural
resources, international disorders, terrorism and other factors beyond our control may adversely
affect our profitability. We are less able than a larger institution to spread the risks of
unfavorable local economic conditions across a large number of diversified economies. Any
sustained period of increased payment delinquencies, foreclosures or losses caused by adverse
market or economic conditions in the State of Maryland could adversely affect the value of our
assets, revenues, results of operations and financial condition. Moreover, we cannot give any
assurance we will benefit from any market growth or favorable economic conditions in our primary
market areas if they do occur.
The trading history of our common stock is characterized by low trading volume. Our common stock
may be subject to sudden decreases.
Although our common stock trades on OTC Electronic Bulletin Board, it has not been regularly
traded. We cannot predict the extent to which investor interest in us will lead to a more active
trading market in our common stock or how liquid that market might become. A public trading market
having the desired characteristics of depth, liquidity and orderliness depends upon the presence in
the marketplace of willing buyers and sellers of our common stock at any given time, which presence
is dependent upon the individual decisions of investors, over which we have no control.
The market price of our common stock may be highly volatile and subject to wide fluctuations
in response to numerous factors, including, but not limited to, the factors discussed in other risk
factors and the following:
| |
Ø |
|
actual or anticipated fluctuations in our operating results; |
| |
| |
Ø |
|
changes in interest rates; |
| |
| |
Ø |
|
changes in the legal or regulatory environment in which we operate; |
| |
| |
Ø |
|
press releases, announcements or publicity relating to us or our competitors or
relating to trends in our industry; |
| |
| |
Ø |
|
changes in expectations as to our future financial performance, including financial
estimates or recommendations by securities analysts and investors; |
| |
| |
Ø |
|
future sales of our common stock; |
| |
| |
Ø |
|
changes in economic conditions in our marketplace, general conditions in the U.S.
economy, financial markets or the banking industry; and |
| |
| |
Ø |
|
other developments affecting our competitors or us. |
These factors may adversely affect the trading price of our common stock, regardless of our actual
operating performance, and could prevent you from selling your common stock at or above the price
you desire. In addition, the stock markets, from time to time, experience extreme price and volume
fluctuations that may be unrelated or disproportionate to the operating performance of companies.
These broad fluctuations may adversely affect the market price of our common stock, regardless of
our trading performance.
We operate in a highly regulated environment and we may be adversely affected by changes in laws
and regulations.
Community Bank of Tri-County is subject to extensive regulation, supervision and examination
by the Commissioner of Financial Regulation of the State of Maryland, its chartering authority, the
Federal Reserve Board, as its federal regulator, and by the Federal Deposit Insurance Corporation,
as insurer of its deposits. Tri-County Financial Corporation is subject to regulation and
supervision by the Federal Reserve Board. Such regulation and supervision govern the activities in
which an institution and its holding company may engage and are intended primarily for the
protection of the insurance fund and for the depositors and borrowers of Community Bank of
Tri-County.
24
The regulation and supervision by the Commissioner of Financial Regulation of the
State of Maryland, the
Federal Reserve Board and the Federal Deposit Insurance Corporation are not intended to protect the
interests of investors in Tri-County Financial Corporation common stock. Regulatory authorities
have extensive discretion in their supervisory and enforcement activities, including the imposition
of restrictions on our operations, the classification of our assets and determination of the level
of our allowance for loan losses. Any change in such regulation and oversight, whether in the form
of regulatory policy, regulations, legislation or supervisory action, may have a material impact on
our operations.
Provisions of our articles of incorporation, bylaws and Maryland law, as well as state and federal
banking regulations, could delay or prevent a takeover of us by a third party.
Provisions in our articles of incorporation and bylaws and the corporate law of the State of
Maryland could delay, defer or prevent a third party from acquiring us, despite the possible
benefit to our stockholders, or otherwise adversely affect the price of our common stock. These
provisions include: supermajority voting requirements for certain business combinations; the
election of directors to staggered terms of three years; and advance notice requirements for
nominations for election to our board of directors and for proposing matters that shareholders may
act on at shareholder meetings. In addition, we are subject to Maryland laws, including one that
prohibits us from engaging in a business combination with any interested shareholder for a period
of five years from the date the person became an interested shareholder unless certain conditions
are met. These provisions may discourage potential takeover attempts, discourage bids for our
common stock at a premium over market price or adversely affect the market price of, and the voting
and other rights of the holders of, our common stock. These provisions could also discourage proxy
contests and make it more difficult for you and other shareholders to elect directors other than
the candidates nominated by our Board.
Item 1B. Unresolved Staff Comments
Not applicable.
25
Item 2. Properties
The following table sets forth the location of the Bank’s offices, as well as certain
additional information relating to these offices as of December 31, 2008.
| |
|
|
|
|
|
|
|
|
| |
|
Year Facility |
|
Leased |
|
Date of |
|
Approximate |
| Office |
|
Commenced |
|
Or |
|
Lease |
|
Square |
| Location |
|
Operation |
|
Owned |
|
Expiration |
|
Footage |
Main Office: |
|
1974 |
|
Owned |
|
— |
|
16,500 |
3035 Leonardtown Road
Waldorf, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Branch Offices: |
|
1992 |
|
Owned |
|
— |
|
2,500 |
22730 Three Notch Road
Lexington Park, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25395 Point Lookout Road |
|
1961 |
|
Owned |
|
— |
|
13,000 |
Leonardtown, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 Drury Drive |
|
2001 |
|
Owned |
|
— |
|
2,645 |
La Plata, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10321 Southern Maryland Boulevard |
|
1991 |
|
Leased |
|
2009 |
|
2,500 |
Dunkirk, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8010 Matthews Road |
|
1996 |
|
Owned |
|
— |
|
2,500 |
Bryans Road, Maryland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 St. Patrick’s Drive |
|
1998 |
|
Leased (Land) |
|
— |
|
2,840 |
Waldorf, Maryland |
|
|
|
Owned (Building) |
|
|
|
|
|
|
|
|
|
|
|
|
|
30165 Three Notch Road |
|
2001 |
|
Leased (Land) |
|
2026 |
|
2,800 |
Charlotte Hall, Maryland |
|
|
|
Owned (Building) |
|
|
|
|
|
|
|
|
|
|
|
|
|
200 Market Square |
|
2005 |
|
Leased (Land) |
|
2028 |
|
2,800 |
Prince Frederick, Maryland |
|
|
|
Owned (Building) |
|
|
|
|
|
|
|
|
|
|
|
|
|
11725 Rousby Hall Road |
|
2008 |
|
Leased(Land) |
|
2028 |
|
2,800 |
Lusby, Maryland |
|
|
|
Owned (Building) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 3. Legal Proceedings
Neither the Company, the Bank, nor any subsidiary is engaged in any legal proceedings of a
material nature at the present time. From time to time the Bank is a party to legal proceedings in
the ordinary course of business.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the quarter ended December 31,
2008.
26
PART II
Item 5. Market for Registrant’s Common Equity, Related Security Holder Matters and Issuer
Purchases of Equity Securities
Market Price and Dividends on Registrant’s and Related Stockholder Matters.
The information contained under the section captioned “Market for the Registrant’s Common
Stock and Related Security Holder Matters” in the Company’s Annual Report to Stockholders for the
fiscal year ended December 31, 2008 (the “Annual Report”) filed as Exhibit 13 hereto is
incorporated herein by reference.
Stock Performance Graph.
Not required as the Company is a smaller reporting company.
Recent Sales of Unregistered Securities.
On December 17, 2007, the Company issued 18,884 shares of its common stock, par value $0.01
per share, a price of in a private placement exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 of Regulation D of the rules and regulations
promulgated thereunder. An underwriter was not utilized in the transactions. The Company received
an aggregate of $495,705 in cash for the shares that were issued. There were no underwriting
discounts or commissions. The net proceeds from the offering were distributed to the Bank to
support its growth.
On November 30, 2007, the Company issued 249,371 shares of its common stock, par value $0.01
per share, a price of in a private placement exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 of Regulation D of the rules and regulations
promulgated thereunder. An underwriter was not utilized in the transactions. The Company received
an aggregate of $6,545,989 in cash for the shares that were issued. There were no underwriting
discounts or commissions. The net proceeds from the offering were distributed to the Bank to
support its growth.
27
Purchases of Equity Securities by the Issuer and Affiliated Purchasers for the Most Recent Fiscal
Quarter.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Total Number |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
of Shares |
|
|
Maximum |
|
| |
|
|
|
|
|
|
|
|
|
Purchased |
|
|
Number of |
|
| |
|
|
|
|
|
|
|
|
|
as Part of |
|
|
Shares |
|
| |
|
Total |
|
|
|
|
|
|
Publicly |
|
|
that May Yet Be |
|
| |
|
Number of |
|
|
Average |
|
|
Announced Plans |
|
|
Purchased Under |
|
| |
|
Shares |
|
|
Price Paid |
|
|
or |
|
|
the Plans or |
|
| Period |
|
Purchased |
|
|
per Share |
|
|
Programs |
|
|
Programs |
|
October 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning date: October 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending date: October 31 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
147,435 |
|
November 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning date: November 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending date: November 30 |
|
|
6,952 |
|
|
|
17.09 |
|
|
|
6,952 |
|
|
|
140,483 |
|
December 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning date: December 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending date: December 31 |
|
|
337 |
|
|
|
16.15 |
|
|
|
337 |
|
|
|
140,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
7,289 |
|
|
$ |
17.05 |
|
|
|
7,289 |
|
|
|
140,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 25, 2008, Tri-County Financial Corporation announced a repurchase program under
which it would repurchase up to 5% of its outstanding common stock or approximately 147,435 shares.
The previous program announced on October 25, 2004, which had 23,714 shares remaining, was
terminated, on September 25, 2008.
Item 6. Selected Financial Data
The information contained under the section captioned “Selected Financial Data” of the Annual
Report filed as Exhibit 13 hereto is incorporated herein by reference.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation
The information contained in the section captioned “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of the Annual Report filed as Exhibit 13 hereto is
incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Not applicable as the Company is a smaller reporting company.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, Notes to Consolidated Financial Statements and Report
of Independent Registered Public Accounting Firm included in the Annual Report filed as Exhibit 13
hereto are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None.
28
Item 9A(T). Controls and Procedures
| |
(a) |
|
Disclosure Controls and Procedures |
The Company’s management, including the Company’s principal executive officer and
principal financial officer, have evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange
Act”). Based upon their evaluation, the principal executive officer and principal
financial officer concluded that, as of the end of the period covered by this
report, the Company’s disclosure controls and procedures were effective for the
purpose of ensuring that the information required to be disclosed in the reports
that the Company files or submits under the Exchange Act with the Securities and
Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, and (2) is
accumulated and communicated to the Company’s management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure.
| |
(b) |
|
Internal Controls Over Financial Reporting |
Management’s annual report on internal control over financial reporting is
incorporated herein by reference to the Company’s audited Consolidated Financial
Statements in this Annual Report on Form 10-K.
This annual report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report in
this annual report.
| |
(c) |
|
Changes to Internal Control Over Financial Reporting |
Except as indicated herein, there were no changes in the Company’s internal control
over financial reporting during the three months ended December 31, 2007 that have
materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
For information concerning the Company’s directors, the information contained under the
section captioned “Items to be voted on by Stockholders Item 1 — Election of Directors” in the
Company’s definitive proxy statement for the Company’s 2009 Annual Meeting of Stockholders (the
“Proxy Statement”) is incorporated herein by reference. For information concerning the executive
officers of the Company, see “Item 1 — Business — Executive Officers of the Registrant” under
Part I of this Annual Report on Form 10-K.
For information regarding compliance with Section 16(a) of the Exchange Act, the cover page of
this Annual Report on Form 10-K and the information contained under the section captioned “Other
Information Relating to Directors and Executive Officers Section 16(a) Beneficial Ownership
Reporting Compliance” in the Proxy Statement are incorporated herein by reference.
29
For information concerning the Company’s code of ethics, the information contained under the
section captioned “Corporate Governance — Code of Ethics” in the Proxy Statement is incorporated
by reference. A copy of the code of ethics and business conduct is filed as Exhibit 14 hereto.
For information regarding the audit committee and its composition and the audit committee
financial expert, the section captioned “Corporate Governance — Committees of the Board of
Directors — Audit Committee” in the Proxy Statement is incorporated by reference.
Item 11. Executive Compensation
For information regarding executive compensation, the information contained under the sections
captioned “Executive Compensation” and “Directors’ Compensation” in the Proxy Statement is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
(a) Security Ownership of Certain Owners
The information required by this item is incorporated herein by reference to the section
captioned “Principal Holders of Voting Securities” in the Proxy Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by reference to the section captioned
“Principal Holders of Voting Securities” in the Proxy Statement.
(c) Changes in Control
Management of the Company knows of no arrangements, including any pledge by any person of
securities of the Company, the operation of which may, at a subsequent date, result in a change in
control of the registrant.
(d) Equity Compensation Plan Information
The Company has adopted a variety of compensation plans pursuant to which equity may be
awarded to participants. In 2005, the 1995 Stock Option and Incentive Plan and the 1995 Stock
Option Plan for Non-Employee Directors expired. In 2005, the stockholders approved the Tri-County
Financial Corporation 2005 Equity Compensation Plan. This plan covers employees and non-employee
directors. The following table sets forth certain information with respect to the Company’s Equity
Compensation Plans as of December 31, 2008.
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
(c) |
| |
|
(a) |
|
|
|
|
|
Number of securities remaining |
| |
|
Number of securities to be |
|
(b) |
|
available for future issuance |
| |
|
issued |
|
Weighted average exercise |
|
under equity compensation plans |
| |
|
upon exercise of outstanding |
|
price of outstanding options, |
|
(excluding securities reflected in |
| Plan Category |
|
options, warrants, and rights |
|
warrants, and rights |
|
column (a)) |
Equity plans
approved by
security holders |
|
|
294,604 |
|
|
$ |
15.95 |
|
|
|
133,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
(1) |
|
|
58,613 |
|
|
$ |
13.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
353,217 |
|
|
$ |
15.49 |
|
|
|
133,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
Consists of the Company’s 1995 Stock Option Plan for Non-Employee Directors, which expired in
2005 and which provided grants of non-incentive stock options to directors who are not
employees of the Company or its subsidiaries. Options were granted at an exercise price equal
to their fair market value at the date of grant and had a term of ten years. Options are
generally exercisable while an optionee serves as a director or within one year thereafter. |
30
Item 13. Certain Relationships, Related Transactions and Director Independence
The information regarding certain relationships and related transactions, the section
captioned “Other Information Relating to Directors and Executive Officers — Policies and
Procedures for Approval and Related Parties Transactions and Relationships and Transactions with
the Company and the Bank” in the Proxy Statement is incorporated herein by reference.
For information regarding director independence, the section captioned “Proposal 1 — Election
of Directors” in the Proxy Statement is incorporated by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the section
captioned “Audit Related Matters — Audit Fees an Pre Approval of Services by the Independent
Registered Public Accounting Firm” in the Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of Documents Filed as Part of this Report
(1) Financial Statements. The following consolidated financial statements and notes
related thereto are incorporated by reference from Item 7 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2008 and 2007
Consolidated Statements of Income for the Years Ended December 31, 2008 and 2007
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31,
2008 and 2007
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2007
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules. All schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are omitted because of
the absence of conditions under which they are required or because the required information is
included in the consolidated financial statements and related notes thereto.
(3) Exhibits. The following is a list of exhibits filed as part of this Annual
Report on Form 10-K and is also the Exhibit Index.
| |
|
|
| No. |
|
Description |
3.1 |
|
Articles of Incorporation of Tri-County Financial Corporation (1) |
| 3.2 |
|
Amended and Restated Bylaws of Tri-County Financial Corporation (2) |
| 4.1 |
|
Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, of Tri-County Financial Corporation (12) |
| 4.2 |
|
Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred
Stock, Series A (12) |
| 4.3 |
|
Warrant to Purchase 777.00777 Shares of Common Stock of Tri-County Financial
Corporation (12) |
| 4.4 |
|
Articles Supplementary establishing Fixed Rate Cumulative Perpetual Preferred
Stock, Series B, of Tri-County Financial Corporation (12) |
| 4.5 |
|
Form of stock certificate for Fixed Rate Cumulative Perpetual Preferred
Stock, Series B (12) |
| 10.1* |
|
Tri-County Financial Corporation 1995 Stock Option and Incentive Plan, as
amended (3) |
| 10.2* |
|
Tri-County Financial Corporation 1995 Stock Option Plan for Non-Employee
Directors, as amended (3) |
| 10.3* |
|
Employment Agreement with Michael L. Middleton (4) |
| 10.4* |
|
Executive Incentive Compensation Plan (3) |
31
| |
|
|
| No. |
|
Description |
| 10.5* |
|
Executive Compensation Plan 2003 Amendment (5) |
| 10.6* |
|
Retirement Plan for Directors (6) |
| 10.7* |
|
Split Dollar Agreements with Michael L. Middleton (3) |
| 10.8* |
|
Split Dollar Agreement with William J. Pasenelli (7) |
| 10.9* |
|
Salary Continuation Agreement with Michael L. Middleton (5) |
| 10.10* |
|
Salary Continuation Agreement with Gregory C. Cockerham (4) |
| 10.11* |
|
Salary Continuation Agreement with William J. Pasenelli (4) |
| 10.12* |
|
Tri-County Financial Corporation 2005 Equity Compensation Plan (8) |
| 10.13* |
|
Community Bank of Tri-County Executive Deferred Compensation Plan (6) |
| 10.14* |
|
Amended and Restated Employment Agreement by and among Community Bank of Tri-County,
William J. Pasenelli and Tri-County Financial Corporation, as guarantor (9) |
| 10.15* |
|
Amended and Restated Employment Agreement by and among Community Bank of Tri-County,
Gregory C. Cockerham and Tri-County Financial Corporation, as guarantor (9) |
| 10.16* |
|
Amendment No. 1 to the Tri-County Financial Corporation 2005 Equity Compensation Plan
(10) |
| 10.17 |
|
Letter Agreement and related Securities Purchase Agreement — Standard Terms,
dated December 19, 2008, between Tri-County Financial Corporation and United States
Department of the Treasury (12) |
| 10.18 |
|
Form of Waiver executed by each of Michael L. Middleton, Gregory C. Cockerham
and William J. Pasenelli (12) |
| 10.19* |
|
Form of Letter Agreement between Tri-County Financial Corporation and each of Michael
L. Middleton, Gregory C. Cockerham and William J. Pasenelli (12) |
| 10.20* |
|
First Amendment to the Salary Continuation Agreement with Michael L. Middleton |
| 13 |
|
Annual Report to Stockholders for the year ended December 31, 2008 |
| 14 |
|
Code of Ethics (11) |
| 21 |
|
Subsidiaries of the Registrant |
| 23 |
|
Consent of Stegman & Company, Independent Registered Public Accounting Firm |
| 31.1 |
|
Rule 13a-14a Certification of Chief Executive Officer |
| 31.2 |
|
Rule 13a-14a Certification of Chief Financial Officer |
| 32 |
|
Certification pursuant to 18 U.S.C. Section 1350 |
|
|
|
| * |
|
Management contract or compensatory arrangement. |
| |
| (1) |
|
Incorporated by reference to the Registrant’s Registration Statement on Form
S-4 (No. 33-31287). |
| |
| (2) |
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2006. |
| |
| (3) |
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2000. |
| |
| (4) |
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006. |
| |
| (5) |
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2003. |
| |
| (6) |
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2006. |
| |
| (7) |
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2001. |
| |
| (8) |
|
Incorporated by reference to Appendix A in the definitive proxy statement (File
No. 000-18279) filed with the Securities and Exchange Commission on April 11, 2005. |
| |
| (9) |
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2007. |
| |
| (10) |
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for
the quarter ended September 30, 2007. |
| |
| (11) |
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2005. |
| |
| (12) |
|
Incorporated by reference to the Registrants Current Report on Form 8-K as
filed with the Securities and Exchange Commission on December 22, 2008 |
32
| (b) |
|
Exhibits. The exhibits required by Item 601 of Regulation S-K are
either filed as part of this Annual Report on Form 10-K or incorporated by reference
herein. |
| |
| (c) |
|
Financial Statements and Schedules Excluded From Annual Report. There
are no other financial statements and financial statement schedules which were excluded
from this Annual Report pursuant to Rule 14a-3(b)(1) which are required to be included
herein. |
33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| |
|
|
|
|
| |
TRI-COUNTY FINANCIAL CORPORATION
|
|
| Date: March 9, 2009 |
By: |
/s/ Michael L. Middleton |
|
| |
|
Michael L. Middleton |
|
| |
|
President and Chief Executive Officer
(Duly Authorized Representative) |
|
| |
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
| |
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By:
|
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/s/ Michael L. Middleton |
|
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By: |
|
/s/ William J. Pasenelli |
|
|
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|
|
|
|
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|
|
|
Michael L. Middleton
|
|
|
|
|
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William J. Pasenelli |
|
|
Director, President and Chief Executive Officer
|
|
|
|
|
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Chief Financial Officer |
|
|
(Principal Executive Officer)
|
|
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|
|
|
(Principal Financial and Accounting Officer) |
|
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| Date: March 9, 2009 |
|
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Date: March 9, 2009 |
|
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By:
|
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/s/ C. Marie Brown |
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By: |
|
/s/ Herbert N. Redmond, Jr. |
|
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C. Marie Brown
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Herbert N. Redmond, Jr. |
|
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Director
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Director |
|
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| Date: March 9, 2009 |
|
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Date: March 9, 2009 |
|
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By:
|
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/s/ H. Beaman Smith |
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By: |
|
/s/ Austin J. Slater, Jr. |
|
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H. Beaman Smith
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Austin J. Slater, Jr. |
|
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Director
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Director |
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| Date: March 9, 2009 |
|
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Date: March 9, 2009 |
|
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By:
|
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/s/ Louis P. Jenkins, Jr. |
|
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By: |
|
/s/ James R. Shepherd |
|
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Louis P. Jenkins, Jr.
|
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James R. Shepherd |
|
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Director
|
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Director |
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| Date: March 9, 2009 |
|
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Date: March 9, 2009 |
|
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By:
|
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/s/ Philip T. Goldstein |
|
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By: |
|
/s/ Joseph V. Stone, Jr. |
|
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Philip T. Goldstein
|
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Joseph V. Stone, Jr. |
|
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Director
|
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Director |
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| Date: March 9, 2009 |
|
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Date: March 9, 2009 |