Annual Statements Open main menu

Bancorp, Inc. - Quarter Report: 2014 June (Form 10-Q)

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

(Mark One)

 

 

 

 

[X]

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended:     June 30, 2014

 

OR

 

 

 

 

 

 

[  ]

 

TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE

 

 

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _____ to _____

 

Commission file number: 51018

 

THE BANCORP, INC.

 

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

23-3016517

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification No.)

 

 

 

 

409 Silverside Road

 

 

Wilmington, DE 

 

19809

(Address of principal

 

(Zip code)

executive offices)

 

 

 

 

 

 

Registrant's telephone number, including area code:  (302) 385-5000

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

 

Yes [X]   No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X]   No [ ]

 


 

 

 

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

 

(Check one):  

 

 

 

 

 

Large accelerated filer [ ]   

 

Accelerated filer [X]    

 

Non-accelerated filer [ ] 

 

Smaller reporting company [ ]

 

(Do not check if a smaller

 

 

 

   reporting company)

 

 

 

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

 

Yes [ ]  No [X]

 

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

 

As of August 6, 2014 there were 37,708,777 outstanding shares of common stock, $1.00 par value.

 

 

 

2

 


 

THE BANCORP, INC

 

Form 10-Q Index

 

 

 

 

 

Page

Part I Financial Information

Item 1

Financial Statements:

4

 

 

 

 

Unaudited Consolidated Balance Sheets – June 30, 2014 and December 31, 2013

4

 

 

 

 

Unaudited Consolidated Statements of Operations – Three and six months ended June 30, 2014 and 2013

5

 

 

 

 

Unaudited Consolidated Statements of Comprehensive Income – Six  months ended June 30, 2014 and 2013

6

 

 

 

 

Unaudited Consolidated Statements of Changes in Shareholders’ Equity – Six months ended June 30, 2014

7

 

 

 

 

Unaudited Consolidated Statements of Cash Flows – Six months ended June 30, 2014 and 2013

8

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

9

 

 

 

Item 2.

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

27

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

 

 

 

Item 4.

Controls and Procedures

45

 

 

 

Part II Other Information

 

 

 

Item 6.

Exhibits

46

 

 

 

Signatures 

 

46

 

 

 

 

 

 

 

3

 


 

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2014

 

2013

 

 

(in thousands)

ASSETS

 

 

 

 

Cash and cash equivalents

 

 

 

 

Cash and due from banks

 

$                   15,192 

 

$                   33,883 

Interest earning deposits at Federal Reserve Bank

 

441,422 

 

1,196,515 

Securities purchased under agreements to resell

 

15,906 

 

7,544 

Total cash and cash equivalents

 

472,520 

 

1,237,942 

 

 

 

 

 

Investment securities, available-for-sale, at fair value

 

1,459,626 

 

1,253,117 

Investment securities, held-to-maturity (fair value $94,927 and $95,030, respectively)

 

97,130 

 

97,205 

Commercial loans held for sale

 

154,474 

 

69,904 

Loans, net of deferred loan fees and costs

 

2,049,561 

 

1,958,445 

Allowance for loan and lease losses

 

(46,945)

 

(38,182)

Loans, net

 

2,002,616 

 

1,920,263 

Federal Home Loan and Atlantic Central Bankers Bank stock

 

3,409 

 

3,209 

Premises and equipment, net

 

16,236 

 

15,659 

Accrued interest receivable

 

14,508 

 

13,131 

Intangible assets, net

 

6,988 

 

7,612 

Other real estate owned

 

26,781 

 

26,295 

Deferred tax asset, net

 

24,606 

 

30,415 

Other assets

 

36,270 

 

31,313 

Total assets

 

$              4,315,164 

 

$              4,706,065 

 

 

 

 

 

LIABILITIES

 

 

 

 

Deposits

 

 

 

 

Demand and interest checking

 

$              3,563,447 

 

$              3,722,602 

Savings and money market

 

307,927 

 

536,162 

Time deposits

 

8,962 

 

9,773 

Time deposits, $100,000 and over

 

1,474 

 

4,452 

Total deposits

 

3,881,810 

 

4,272,989 

 

 

 

 

 

Securities sold under agreements to repurchase

 

17,481 

 

21,221 

Subordinated debenture

 

13,401 

 

13,401 

Other liabilities

 

29,978 

 

38,850 

Total liabilities

 

3,942,670 

 

4,346,461 

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

Common stock - authorized, 50,000,000 shares of $1.00 par value; 37,808,777 and 37,720,945

 

 

 

 

shares issued at June 30, 2014 and December 31, 2013, respectively

 

37,809 

 

37,721 

Treasury stock, at cost (100,000 shares)

 

(866)

 

(866)

Additional paid-in capital

 

296,523 

 

294,576 

Retained earnings

 

27,762 

 

27,615 

Accumulated other comprehensive income

 

11,266 

 

558 

Total shareholders' equity

 

372,494 

 

359,604 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$              4,315,164 

 

$              4,706,065 

 

The accompanying notes are an integral part of these consolidated statements.

 

 

 

 

4

 


 

Table of Contents

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended June 30,

 

For the six months ended June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

(in thousands, except per share data)

Interest income

 

 

 

 

 

 

 

 

Loans, including fees

 

$                       21,926 

 

$                     20,908 

 

$                     43,307 

 

$                       41,230 

Interest on investment securities:

 

 

 

 

 

 

 

 

Taxable interest

 

5,356 

 

3,801 

 

10,493 

 

7,288 

Tax-exempt interest

 

2,956 

 

873 

 

5,040 

 

1,598 

Federal funds sold/securities purchased under agreements to resell

 

85 

 

98 

 

191 

 

122 

Interest bearing deposits

 

411 

 

505 

 

1,175 

 

1,343 

 

 

30,734 

 

26,185 

 

60,206 

 

51,581 

Interest expense

 

 

 

 

 

 

 

 

Deposits

 

2,695 

 

2,476 

 

5,472 

 

4,974 

Securities sold under agreements to repurchase

 

11 

 

12 

 

23 

 

26 

Subordinated debenture

 

113 

 

118 

 

228 

 

318 

 

 

2,819 

 

2,606 

 

5,723 

 

5,318 

Net interest income

 

27,915 

 

23,579 

 

54,483 

 

46,263 

Provision for loan and lease losses

 

15,500 

 

9,500 

 

32,800 

 

15,000 

Net interest income after provision for loan and lease losses

 

12,415 

 

14,079 

 

21,683 

 

31,263 

 

 

 

 

 

 

 

 

 

Non-interest income

 

 

 

 

 

 

 

 

Service fees on deposit accounts

 

1,377 

 

1,084 

 

2,587 

 

2,144 

Card payment and ACH processing fees

 

1,317 

 

1,046 

 

2,620 

 

1,913 

Prepaid card fees

 

12,898 

 

11,531 

 

26,366 

 

23,505 

Gain on sale of loans

 

5,212 

 

5,748 

 

10,696 

 

7,926 

Gain on sale of investment securities

 

159 

 

476 

 

400 

 

743 

Other than temporary impairment on securities held-to-maturity

 

 -

 

 -

 

 -

 

(20)

Leasing income

 

1,015 

 

642 

 

1,396 

 

1,229 

Debit card income

 

456 

 

201 

 

882 

 

397 

Affinity fees

 

668 

 

850 

 

1,202 

 

1,706 

Other

 

608 

 

784 

 

1,716 

 

1,951 

Total non-interest income

 

23,710 

 

22,362 

 

47,865 

 

41,494 

 

 

 

 

 

 

 

 

 

Non-interest expense

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

16,324 

 

13,615 

 

31,685 

 

25,904 

Depreciation and amortization

 

1,133 

 

935 

 

2,183 

 

1,731 

Rent and related occupancy cost

 

1,177 

 

1,064 

 

2,259 

 

1,945 

Data processing expense

 

3,535 

 

2,796 

 

6,871 

 

5,403 

Printing and supplies

 

626 

 

437 

 

1,197 

 

869 

Audit expense

 

400 

 

305 

 

776 

 

616 

Legal expense

 

915 

 

791 

 

2,247 

 

1,410 

Amortization of intangible assets

 

304 

 

250 

 

608 

 

500 

Losses on sale and write downs on other real estate owned

 

(92)

 

815 

 

(30)

 

1,066 

FDIC insurance

 

1,116 

 

858 

 

2,805 

 

1,834 

Software

 

1,133 

 

982 

 

2,308 

 

1,791 

Other real estate owned expense

 

325 

 

125 

 

651 

 

235 

Bank Secrecy Act and lookback consulting expenses

 

2,169 

 

 -

 

2,169 

 

 -

Other

 

6,765 

 

4,614 

 

13,058 

 

8,762 

Total non-interest expense

 

35,830 

 

27,587 

 

68,787 

 

52,066 

Net income before income tax

 

295 

 

8,854 

 

761 

 

20,691 

Income tax provision (benefit)

 

(43)

 

3,262 

 

125 

 

7,693 

Net income

 

$                            338 

 

$                       5,592 

 

$                          636 

 

$                       12,998 

Net income per share - basic

 

$                           0.01 

 

$                         0.15 

 

$                         0.02 

 

$                           0.35 

Net income per share - diluted

 

$                           0.01 

 

$                         0.15 

 

$                         0.02 

 

$                           0.34 

 

 

The accompanying notes are an integral part of these consolidated statements.

 

 

 

 

5

 


 

Table of Contents

 

 

THE BANCORP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

For the six months

 

ended June 30,

 

2014

 

2013

 

(in thousands)

Net income

$                      636 

 

$                 12,998 

Other comprehensive income, net of reclassifications into net income:

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

Change in net unrealized gain/(loss) during the period

16,863 

 

(13,121)

Reclassification adjustments for gains included in income

(400)

 

(743)

Amortization of losses previously held as available-for-sale

11 

 

79 

Net unrealized gain/(loss) on investment securities

16,474 

 

(13,785)

 

 

 

 

Deferred tax expense (benefit)

 

 

 

Securities available-for-sale

 

 

 

Change in net unrealized gain/(loss) during the period

5,902 

 

(4,592)

Reclassification adjustments for gains included in income

(140)

 

(261)

Amortization of losses previously held as available-for-sale

 

28 

Income tax expense (benefit) related to items of other comprehensive income (loss)

5,766 

 

(4,825)

 

 

 

 

Other comprehensive income (loss), net of tax and reclassifications into net income

10,708 

 

(8,960)

Comprehensive income

$                 11,344 

 

$                   4,038 

 

 

The accompanying notes are an integral part of these consolidated statements.

 

 

 

 

 

 

 

 

 

 

6

 


 

Table of Contents

 

 

THE BANCORP INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Common

 

 

 

 

 

Additional

 

 

 

other

 

 

 

 

stock

 

Common

 

Treasury

 

paid-in

 

Retained

 

comprehensive

 

 

 

 

shares

 

stock

 

stock

 

capital

 

earnings

 

income

 

Total

 

 

 

 

 

Balance at January 1, 2014

 

37,720,945 

 

$        37,721 

 

$        (866)

 

$      294,576 

 

$         27,615 

 

$                  558 

 

$          359,604 

Net income

 

 

 

 

 

 

 

 

 

636 

 

 

 

636 

Common stock issued from option exercises,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

net of tax benefits

 

9,249 

 

 

 -

 

94 

 

 -

 

 -

 

103 

Common stock issued from option exercises,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cashless exercise, net of tax benefits

 

29,208 

 

30 

 

 -

 

459 

 

(489)

 

 -

 

 -

Common stock issued as restricted shares,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

net of tax benefits

 

49,375 

 

49 

 

 

 

(49)

 

 

 

 

 

 -

Stock-based compensation

 

 -

 

 -

 

 -

 

1,443 

 

 -

 

 -

 

1,443 

Other comprehensive income net of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassification adjustments and tax

 

 -

 

 -

 

 -

 

 -

 

 -

 

10,708 

 

10,708 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2014

 

37,808,777 

 

$        37,809 

 

$        (866)

 

$      296,523 

 

$         27,762 

 

$             11,266 

 

$          372,494 

 

The accompanying notes are an integral part of this consolidated statement.

 

 

 


 

Table of Contents

 

 

THE BANCORP, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

For the six months

 

 

ended June 30,

 

 

2014

 

2013

Operating activities

 

 

 

 

Net income

 

$                636 

 

$           12,998 

Adjustments to reconcile net income to net cash (used in)

 

 

 

 

provided by operating activities

 

 

 

 

Depreciation and amortization

 

3,262 

 

2,718 

Provision for loan and lease losses

 

32,800 

 

15,000 

Net amortization of investment securities premiums/discounts

 

4,794 

 

2,615 

Stock-based compensation expense

 

1,443 

 

1,558 

Loans originated for sale

 

(323,926)

 

(110,117)

Sale of loans originated for resale

 

243,960 

 

101,721 

Gain on sale of loans originated for resale

 

(4,604)

 

(7,926)

Gain on sale of fixed assets

 

(2)

 

Other than temporary impairment on securities held-to-maturity

 

 -

 

20 

(Gain) loss on sale and write downs on other real estate owned

 

(30)

 

1,066 

Gain on sale of investment securities

 

(400)

 

(743)

Increase in accrued interest receivable

 

(1,377)

 

(2,503)

Decrease in interest payable

 

(29)

 

(8)

(Increase) decrease in other assets

 

(5,570)

 

773 

(Decrease) increase in other liabilities

 

(15,673)

 

1,445 

 Net cash (used in) provided by operating activities

 

(64,716)

 

18,618 

 

 

 

 

 

Investing activities

 

 

 

 

Purchase of investment securities available-for-sale

 

(343,628)

 

(442,958)

Purchase of investment securities held-to-maturity

 

 -

 

(50,875)

Proceeds from sale of investment securities available-for-sale

 

46,507 

 

51,149 

Proceeds from redemptions and prepayments of securities held-to-maturity

 

38 

 

 -

Proceeds from redemptions and prepayments of securities available-for-sale

 

109,559 

 

103,091 

Proceeds from sale of other real estate owned

 

3,903 

 

694 

Net increase in loans

 

(119,512)

 

(97,813)

Proceeds from sale of fixed assets

 

11 

 

79 

Purchases of premises and equipment

 

(2,768)

 

(5,151)

 Net cash used in investing activities

 

(305,890)

 

(441,784)

 

 

 

 

 

Financing activities

 

 

 

 

Net (decrease) increase in deposits

 

(391,179)

 

137,436 

Net (decrease) increase in securities sold under agreements to repurchase

 

(3,740)

 

511 

Proceeds from issuance of common stock

 

 -

 

1,629 

Proceeds from the exercise of options

 

103 

 

290 

Excess tax benefit from share-based payment arrangements

 

 -

 

(3)

 Net cash (used in) provided by financing activities

 

(394,816)

 

139,863 

 

 

 

 

 

 Net decrease in cash and cash equivalents

 

(765,422)

 

(283,303)

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

1,237,942 

 

968,092 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$         472,520 

 

$         684,789 

 

 

 

 

 

Supplemental disclosure:

 

 

 

 

Interest paid

 

$             5,734 

 

$             5,326 

Taxes paid

 

$             2,093 

 

$             8,349 

Transfers of loans to other real estate owned

 

$             4,359 

 

$             3,827 

Transfers of loans to held for sale

 

$                    - 

 

$           21,692 

 

The accompanying notes are an integral part of these consolidated statements.

 

 

 

 

 

 

 

 


 

Table of Contents

THE BANCORP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLDIATED FINANCIAL STATEMENTS

 

Note 1. Structure of Company

 

The Bancorp, Inc. (the Company) is a Delaware corporation and a registered financial holding company. Its primary subsidiary is The Bancorp Bank (the Bank) which is wholly owned by the Company. The Bank is a Delaware chartered commercial bank located in Wilmington, Delaware and is a Federal Deposit Insurance Corporation (FDIC) insured institution. Through the Bank, the Company provides retail and commercial banking services in the Philadelphia, Pennsylvania and Wilmington, Delaware areas and other banking services nationally, which include prepaid debit cards, health savings accounts, institutional banking and private label banking. In Europe, the Company maintains three operational service subsidiaries and one subsidiary through which it offers prepaid card issuing services.  The principal medium for the delivery of the Company’s banking services is the Internet.

 

Note 2. Significant Accounting Policies

 

Basis of Presentation

The financial statements of the Company, as of June 30, 2014 and for the three and six month periods ended June 30, 2014 and 2013, are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been condensed or omitted in this Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission. However, in the opinion of management, these interim financial statements include all necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (Form 10-K report). The results of operations for the six month period ended June 30, 2014 may not necessarily be indicative of the results of operations for the full year ending December 31, 2014.  

Note 3. Share-based Compensation

 

The Company recognizes compensation expense for stock options in accordance with Financial Accounting Standards Board (FASB) Accounting Series Codification (ASC) 718, Stock Based Compensation. The expense of the option is generally measured at fair value at the grant date with compensation expense recognized over the service period, which is usually the vesting period. For grants subject to a service condition, the Company utilizes the Black-Scholes option-pricing model to estimate the fair value of each option on the date of grant. The Black-Scholes model takes into consideration the exercise price and expected life of the options, the current price of the underlying stock and its expected volatility, the expected dividends on the stock and the current risk-free interest rate for the expected life of the option. The Company’s estimate of the fair value of a stock option is based on expectations derived from historical experience and may not necessarily equate to its market value when fully vested. In accordance with ASC 718, the Company estimates the number of options for which the requisite service is expected to be rendered. At June 30, 2014, the Company had three stock-based compensation plans, which are more fully described in its Annual Report on Form 10-K for the year ended December 31, 2013 and the portions of the Company’s Proxy Statement dated March 18, 2014, incorporated therein by reference.

 

The Company did not grant stock options in the first six months of 2014.  In the first quarter of 2013, the Company granted 215,000 common stock options;  35,000 had a vesting period of one year and 180,000 had a vesting period of four years.  The weighted-average fair value of the stock options issued was $4.85. There were 63,874 common stock options exercised in the six month period ended June 30, 2014 and 64,149 common stock options exercised in the six month period ended June 30, 2013.  The total intrinsic value of the options exercised during the six months ended June 30, 2014 and 2013 was $619,000 and $270,000, respectively.

 

The Company estimated the fair value of each grant on the date of grant using the Black-Scholes options pricing model with the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

2014

 

2013

Risk-free interest rate

0.00% 

 

1.86% 

Expected dividend yield

 -

 

 -

Expected volatility

0.00% 

 

49.71%-56.81%

Expected lives (years)

 -

 

4.03-4.22

 

 

 


 

Table of Contents

Expected volatility is based on the historical volatility of the Company’s stock and peer group comparisons over the expected life of the grant. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury strip rate in effect at the time of the grant. The life of the option is based on historical factors which include the contractual term, vesting period, exercise behavior and employee terminations. In accordance with ASC 718, Stock Based Compensation, stock based compensation expense for the six month period ended June 30, 2014 is based on awards that are ultimately expected to vest and has been reduced for estimated forfeitures. The Company estimates forfeitures using historical data based upon the groups identified by management.

 

A summary of the status of the Company’s equity compensation plans is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

average

 

 

 

 

 

Weighted

 

remaining

 

 

 

 

 

average

 

contractual

 

Aggregate

 

 

 

exercise

 

term

 

intrinsic

 

Shares

 

price

 

(years)

 

value

 

(in thousands, except per share data)

Outstanding at January 1, 2014

2,620,874 

 

$                   9.70 

 

 

 

 

Granted

 -

 

 -

 

 -

 

 -

Exercised

(63,874)

 

9.27 

 

 -

 

 -

Expired

 -

 

 -

 

 -

 

 -

Forfeited

 -

 

 -

 

 -

 

 -

Outstanding at June 30, 2014

2,557,000 

 

$                   9.71 

 

5.81 

 

$                         - 

Exercisable at June 30, 2014

1,891,250 

 

$                 10.06 

 

5.24 

 

$          4,986,887 

 

 

The Company granted 197,481 restricted stock units with a vesting period of four years at a fair value of $10.46 in the first six months of 2013.  There were no restricted stock units granted in the first six months of 2014.  The total fair value of restricted stock units vested for the six months ended June 30, 2014 and 2013 was $886,000 and $ 0, respectively.

 

A summary of the status of the Company’s restricted stock units is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

Weighted-

 

remaining

 

 

 

average

 

contractual

 

 

 

grant date

 

term

 

Shares

 

fair value

 

(years)

Outstanding at January 1, 2014

197,841 

 

$                10.46 

 

2.6 

Granted

 -

 

                   -  

 

 -

Vested

(49,460)

 

                   -  

 

                   -  

Expired/forfeited

 -

 

                   -  

 

                   -  

Outstanding at June 30, 2014

148,381 

 

 

 

 

 

As of June 30, 2014, there was a total of  $3.6 million of unrecognized compensation cost related to unvested awards under share-based plans.  This cost is expected to be recognized over a weighted average period of 1.0 years.  Related compensation expense for the six months ended June 30, 2014 and 2013 was $1.4 million and $1.6 million respectively. 

 

Note 4. Earnings Per Share

 

The Company calculates earnings per share under ASC 260, Earnings Per Share. Basic earnings per share exclude dilution and are computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

 

 


 

Table of Contents

 

 

The following tables show the Company’s earnings per share for the periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

June 30, 2014

 

 

Income

 

Shares

 

Per share

 

 

(numerator)

 

(denominator)

 

amount

 

 

 

 

 

 

 

 

 

(dollars in thousands except per share data)

Basic earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                    338

 

37,706,491 

 

$                  0.01

Effect of dilutive securities

 

 

 

 

 

 

Common stock options

 

 -

 

779,814 

 

 -

Diluted earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                    338

 

38,486,305 

 

$                  0.01

 

Stock options for 227,750 shares, exercisable at prices between $15.94 and $25.43  per share, were outstanding at June 30, 2014 but were not included in dilutive shares because the exercise price per share was greater than the average market price.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

June 30, 2014

 

 

Income

 

Shares

 

Per share

 

 

(numerator)

 

(denominator)

 

amount

 

 

 

 

 

 

 

 

 

(dollars in thousands except per share data)

Basic earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                    636

 

37,693,624 

 

$                  0.02

Effect of dilutive securities

 

 

 

 

 

 

Common stock options

 

 -

 

892,109 

 

 -

Diluted earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                    636

 

38,585,733 

 

$                  0.02

 

Stock options for 3,000 shares exercisable at prices between $20.98 and $25.43 per share, were outstanding at June 30, 2014 but were not included in dilutive shares because the exercise price per share was greater than the average market price.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

June 30, 2013

 

 

Income

 

Shares

 

Per share

 

 

(numerator)

 

(denominator)

 

amount

 

 

 

 

 

 

 

 

 

(dollars in thousands except per share data)

Basic earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                 5,592

 

37,343,396 

 

$                  0.15

Effect of dilutive securities

 

 

 

 

 

 

Common stock options

 

 -

 

631,418 

 

 -

Diluted earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$                 5,592

 

37,974,814 

 

$                  0.15

 

 

Stock options for 656,091 shares, exercisable at prices between $14.24 and $25.43 per share, were outstanding at June 30, 2013 but were not included in dilutive shares because the exercise price per share was greater than the average market price.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

June 30, 2013

 


 

 

 

Income

 

Shares

 

Per share

 

 

(numerator)

 

(denominator)

 

amount

 

 

 

 

 

 

 

 

 

(dollars in thousands except per share data)

Basic earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$               12,998

 

37,317,750 

 

$                  0.35

Effect of dilutive securities

 

 

 

 

 

 

Common stock options

 

 -

 

559,962 

 

(0.01)

Diluted earnings per share

 

 

 

 

 

 

Net income available to common shareholders

 

$               12,998

 

37,877,712 

 

$                  0.34

 

Stock options for 656,091 shares, exercisable at prices between $14.24 and $25.43 per share, were outstanding at June 30, 2013 but were not included in dilutive shares because the exercise share price was greater than the average market price.

 

Note 5. Investment Securities

 

The amortized cost, gross unrealized gains and losses, and fair values of the Company’s investment securities classified as available-for-sale and held-to-maturity at June 30, 2014 and December 31, 2013 are summarized as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

June 30, 2014

 

 

 

 

Gross

 

Gross

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 

 

cost

 

gains

 

losses

 

value

U.S. Government agency securities

 

$                 20,617 

 

$                    71 

 

$                      (3)

 

$             20,685 

Federally insured student loan securities

 

128,901 

 

946 

 

(113)

 

129,734 

Tax-exempt obligations of states and political subdivisions

 

512,216 

 

11,131 

 

(221)

 

523,126 

Taxable obligations of states and political subdivisions

 

63,225 

 

2,325 

 

(125)

 

65,425 

Residential mortgage-backed securities

 

380,408 

 

3,117 

 

(900)

 

382,625 

Commercial mortgage-backed securities

 

142,960 

 

1,813 

 

(784)

 

143,989 

Corporate and other debt securities

 

192,981 

 

1,292 

 

(231)

 

194,042 

 

 

$            1,441,308 

 

$             20,695 

 

$               (2,377)

 

$        1,459,626 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

June 30, 2014

 

 

 

 

Gross

 

Gross

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 

 

cost

 

gains

 

losses

 

value

Other debt securities - single issuers

 

$                 21,036 

 

$                  473 

 

$                (4,177)

 

$             17,332 

Other debt securities - pooled

 

76,094 

 

1,501 

 

 -

 

77,595 

 

 

$                 97,130 

 

$               1,974 

 

$                (4,177)

 

$             94,927 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

December 31, 2013

 

 

 

 

Gross

 

Gross

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 

 

cost

 

gains

 

losses

 

value

U.S. Government agency securities

 

$                 10,680 

 

$                    46 

 

$                        - 

 

$             10,726 

Federally insured student loan securities

 

147,717 

 

575 

 

(719)

 

147,573 

Tax-exempt obligations of states and political subdivisions

 

378,180 

 

2,721 

 

(1,951)

 

378,950 

Taxable obligations of states and political subdivisions

 

78,638 

 

1,276 

 

(746)

 

79,168 

Residential mortgage-backed securities

 

323,199 

 

1,838 

 

(2,263)

 

322,774 

Commercial mortgage-backed securities

 

118,838 

 

1,919 

 

(410)

 

120,347 

Corporate and other debt securities

 

194,010 

 

789 

 

(1,220)

 

193,579 

 

 

$            1,251,262 

 

$               9,164 

 

$               (7,309)

 

$        1,253,117 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

December 31, 2013

 

 

 

 

Gross

 

Gross

 

 

 

 

Amortized

 

unrealized

 

unrealized

 

Fair

 


 

 

 

cost

 

gains

 

losses

 

value

Other debt securities - single issuers

 

$                 21,027 

 

$                  367 

 

$                (4,222)

 

$             17,172 

Other debt securities - pooled

 

76,178 

 

1,680 

 

 -

 

77,858 

 

 

$                 97,205 

 

$               2,047 

 

$                (4,222)

 

$             95,030 

 

Investments in Federal Home Loan and Atlantic Central Bankers Bank stock are recorded at cost and amounted to  $3.2 million at June 30, 2014 and at December 31, 2013.

 

The amortized cost and fair value of the Company’s investment securities at June 30, 2014, by contractual maturity, are shown below (in thousands). Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

Held-to-maturity

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

 

cost

 

value

 

cost

 

value

Due before one year

 

$                 88,521 

 

$              88,845 

 

$                        - 

 

$                        - 

Due after one year through five years

 

364,784 

 

367,817 

 

 -

 

 -

Due after five years through ten years

 

274,007 

 

279,089 

 

10,203 

 

10,276 

Due after ten years

 

713,996 

 

723,875 

 

86,927 

 

84,651 

 

 

$            1,441,308 

 

$         1,459,626 

 

$              97,130 

 

$              94,927 

 

At June 30, 2014 and December 31, 2013, investment securities with a book value of approximately $26.2 million and $29.1 million, respectively, were pledged to secure securities sold under repurchase agreements as required or permitted by law.

 

Fair value of available-for-sale securities are based on the fair market value supplied by a third-party market data provider while the fair value of held-to-maturity securities are based on the present value of cash flows, which discounts expected cash flows from principal and interest using yield to maturity at the measurement date. The Company periodically reviews its investment portfolio to determine whether unrealized losses are other than temporary, based on an evaluations of the creditworthiness of the issuers/guarantors as well as the underlying collateral if applicable, in addition to the continuing performance of the securities.  The Company did not recognize any other-than-temporary impairment charges in the first six months of 2014.  The Company recognized other-than-temporary impairment charges of $20,000 on one trust preferred security in the first six months of 2013.  The amount of the credit impairment was calculated by estimating the discounted cash flows for those securities.

 

The table below indicates the length of time individual securities had been in a continuous unrealized loss position at June 30, 2014 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

 

Number of securities

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government agency securities

 

1

 

$                1,792 

 

$                    (3)

 

$                      - 

 

$                   - 

 

$                1,792 

 

$                 (3)

Federally insured student loan securities

 

5

 

 -

 

 -

 

40,955 

 

(113)

 

40,955 

 

(113)

Tax-exempt obligations of states and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    political subdivisions

 

61

 

19,994 

 

(90)

 

24,949 

 

(131)

 

44,943 

 

(221)

Taxable obligations of states and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    political subdivisions

 

13

 

 -

 

 -

 

11,377 

 

(125)

 

11,377 

 

(125)

Residential mortgage-backed securities

 

30

 

46,700 

 

(195)

 

72,778 

 

(705)

 

119,478 

 

(900)

Commercial mortgage-backed securities

 

25

 

70,579 

 

(665)

 

7,909 

 

(119)

 

78,488 

 

(784)

Corporate and other debt securities

 

34

 

4,424 

 

(8)

 

30,546 

 

(223)

 

34,970 

 

(231)

Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    investment securities

 

169

 

$            143,489 

 

$                (961)

 

$          188,514 

 

$          (1,416)

 

$            332,003 

 

$          (2,377)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

 

Number of securities

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Single issuers

 

2

 

$                    - 

 

$                    - 

 

$            7,941 

 

$             (4,177)

 

$                7,941 

 

$           (4,177)

Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    investment securities

 

2

 

$                    - 

 

$                    - 

 

$            7,941 

 

$             (4,177)

 

$                7,941 

 

$           (4,177)

 

The table below indicates the length of time individual securities had been in a continuous unrealized loss position at December 31, 2013 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

 

Number of securities

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federally insured student loan securities

 

4

 

$                3,300 

 

$                      - 

 

$                    - 

 

$                   - 

 

$                3,300 

 

$                   - 

Tax-exempt obligations of states and

 

9

 

50,498 

 

(676)

 

6,202 

 

(44)

 

56,700 

 

(720)

    political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable obligations of states and

 

229

 

169,995 

 

(1,951)

 

 -

 

 -

 

169,995 

 

(1,951)

    political subdivisions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential mortgage-backed securities

 

52

 

46,888 

 

(737)

 

1,808 

 

(9)

 

48,696 

 

(746)

Commercial mortgage-backed securities

 

38

 

147,717 

 

(1,656)

 

55,064 

 

(606)

 

202,781 

 

(2,262)

Corporate and other debt securities

 

26

 

76,668 

 

(399)

 

405 

 

(11)

 

77,073 

 

(410)

Other equity securities

 

101

 

97,904 

 

(1,024)

 

4,255 

 

(196)

 

102,159 

 

(1,220)

Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    investment securities

 

459

 

$            592,970 

 

$             (6,443)

 

$          67,734 

 

$             (866)

 

$            660,704 

 

$          (7,309)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

 

 

Less than 12 months

 

12 months or longer

 

Total

 

 

Number of securities

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

 

Fair Value

 

Unrealized losses

Description of Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single issuers

 

2

 

$                    - 

 

$                    - 

 

$            7,887 

 

$           (4,222)

 

$                7,887 

 

$           (4,222)

Total temporarily impaired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    investment securities

 

2

 

$                    - 

 

$                    - 

 

$            7,887 

 

$           (4,222)

 

$                7,887 

 

$           (4,222)

 

Other securities, included in the held-to-maturity classification at June 30, 2014, consisted of three securities secured by diversified portfolios of corporate securities, one bank senior note, three single issuer trust preferred securities and one pooled trust preferred security.

 

A total of $21.0 million of other debt securities - single issuers is comprised of the following: the amortized cost of the three single issuer trust preferred securities was $14.0 million, of which one security for $1.9 million was issued by a bank and two securities totaling $12.1 million were issued by two different insurance companies. The book value of the bank senior note was $7.0 million. 

 

A total of $76.2 million of other debt securities – pooled is comprised of the following: the one pooled trust preferred security totaled $332,000 and was collateralized by bank trust preferred securities.  The book value for the three securities consisting of diversified portfolios of corporate securities was $75.8 million.

 

The following table provides additional information related to our single issuer trust preferred securities as of June 30, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single issuer

 

Book value

 

Fair value

 

Unrealized gain/(loss)

 

Credit rating

Security A

 

$                    1,897 

 

$                     2,000 

 

$                          103 

 

Not rated

Security B

 

3,181 

 

2,884 

 

(297)

 

Not rated

Security C

 

8,937 

 

5,056 

 

(3,881)

 

Not rated

 

 

 

 

 

 

 

 

 

Class: All of the above are trust preferred securities.

 

 

 

 

 

 

 

 

 

 

 

The following table provides additional information related to our pooled trust preferred securities as of June 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Pooled issue

 

Class

 

Book value

 

Fair value

 

Unrealized gain/(loss)

 

Credit rating

 

Subordination

 

 

 

 

 

 

 

 

 

 

 

 

 

Pool A (7 performing issuers)

 

Mezzanine *

 

$                        332 

 

$                          407 

 

$                            75 

 

CAA1

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The actual deferrals and defaults as a percentage of the original collateral were 20.27%.  Assumed losses resulting from expected deferrals and defaults as a percentage of remaining collateral is .75% annually with 15% recovery with a two year lag.

** There is no excess subordination in these securities.

The Company has evaluated the securities in the above tables and has concluded that none of these securities has impairment that is other-than-temporary. The Company evaluates whether a credit impairment exists by considering primarily the following factors: (a) the length of time and extent to which the fair value has been less than the amortized cost of the security, (b) changes in the financial condition, credit rating and near-term prospects of the issuer, (c) whether the issuer is current on contractually obligated interest and principal payments, (d) changes in the financial condition of the security’s underlying collateral and (e) the payment structure of the security. The Company’s best estimate of expected future cash flows which is used to determine the credit loss amount is a quantitative and qualitative process that incorporates information received from third-party sources along with internal assumptions and judgments regarding the future performance of the security. The Company concluded that most of the securities that are in an unrealized loss position are in a loss position because of changes in interest rates after the securities were purchased. The securities that have been in an unrealized loss position for 12 months or longer include other securities whose market values are sensitive to interest rates and changes in credit quality. The Company’s unrealized loss for the debt securities, which includes three single issuer trust preferred securities and one pooled trust preferred security, is primarily related to general market conditions and the resultant lack of liquidity in the market. The severity of the impairments in relation to the carrying amounts of the individual investments is consistent with market developments. The Company’s analysis for each investment is performed at the security level. As a result of its review, the Company concluded that other-than-temporary impairment did not exist due to the Company’s ability and intention to hold these securities to recover their amortized cost basis.

 

Note 6. Loans

 

The Company originates loans for sale to other financial institutions which issue commercial mortgage backed securities or to secondary government guaranteed loan markets.  The Company has elected fair value treatment for these loans to better reflect the economics of the transactions.  At June 30, 2014 the Company had $154.5 million of loans held for sale, which were originated for sale either to institutions which issue commercial mortgage backed securities or to secondary government guaranteed loan markets.  During the six months ended June 30, 2014, the Company recognized a related fair value gain of $4.6 million.  In the six months ended June 30, 2014 the Company recognized $8.4 million in gains upon the sale of loans.

 

Major classifications of loans, excluding loans held for sale, are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

2014

 

2013

 

 

 

 

Commercial

$                     476,799 

 

$                     450,113 

Commercial mortgage

593,622 

 

625,810 

Construction

264,667 

 

258,889 

Total commercial loans

1,335,088 

 

1,334,812 

Direct lease financing

185,878 

 

175,610 

Residential mortgage

96,009 

 

94,850 

Consumer and other loans

422,835 

 

346,334 

 

2,039,810 

 

1,951,606 

Unamortized loan fees and costs

9,751 

 

6,839 

Total loans, net of deferred loan costs

$                  2,049,561 

 

$                  1,958,445 

 

 

 

 

Supplemental loan data:

 

 

 

Construction 1-4 family

$                       40,226 

 

$                       48,394 

Commercial construction, acquisition and development

224,441 

 

210,495 

 


 

 

$                     264,667 

 

$                     258,889 

 

 

 

 

 

Included in the table above are demand deposit overdrafts reclassified as loan balances totaling $5.4 million and $2.7 million at June 30, 2014 and December 31, 2013, respectively.  Overdraft charge-offs and recoveries are reflected in the allowance for loan and lease losses.

 

The following table provides information about impaired loans at June 30, 2014 and December 31, 2013 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded
investment

 

Unpaid
principal
balance

 

Related
allowance

 

Average
recorded
investment

 

Interest
income
recognized

June 30, 2014

 

 

 

 

 

 

 

 

 

Without an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

$                    3,344 

 

$                  11,102 

 

$                        - 

 

$                    3,856 

 

$                            - 

Commercial mortgage

8,240 

 

8,583 

 

 -

 

3,950 

 

 -

Commercial

5,293 

 

8,271 

 

 -

 

5,597 

 

 -

Consumer - home equity

827 

 

827 

 

 -

 

894 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

1,175 

 

 -

With an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

8,956 

 

8,956 

 

3,780 

 

5,390 

 

 -

Commercial mortgage

2,550 

 

2,550 

 

522 

 

4,404 

 

 -

Commercial

7,185 

 

14,531 

 

3,811 

 

15,890 

 

 -

Consumer - home equity

1,353 

 

1,778 

 

282 

 

1,153 

 

 -

Residential

 -

 

 -

 

 -

 

280 

 

 -

Total

 

 

 

 

 

 

 

 

 

Construction

12,300 

 

20,058 

 

3,780 

 

9,246 

 

 -

Commercial mortgage

10,790 

 

11,133 

 

522 

 

8,354 

 

 -

Commercial

12,478 

 

22,802 

 

3,811 

 

21,487 

 

 -

Consumer - home equity

2,180 

 

2,605 

 

282 

 

2,047 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

1,455 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded
investment

 

Unpaid
principal
balance

 

Related
allowance

 

Average
recorded
investment

 

Interest
income
recognized

December 31, 2013

 

 

 

 

 

 

 

 

 

Without an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

$                    1,104 

 

$                    1,454 

 

$                        - 

 

$                    1,506 

 

$                            - 

Commercial mortgage

1,759 

 

1,759 

 

 -

 

4,662 

 

 -

Commercial

9,021 

 

11,131 

 

 -

 

7,014 

 

 -

Consumer - home equity

927 

 

927 

 

 -

 

927 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

873 

 

 -

With an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

563 

 

563 

 

353 

 

2,437 

 

 -

Commercial mortgage

4,102 

 

4,102 

 

1,476 

 

4,581 

 

 -

Commercial

20,846 

 

21,276 

 

9,369 

 

15,670 

 

 -

Consumer - home equity

429 

 

429 

 

135 

 

190 

 

 -

Residential

841 

 

841 

 

84 

 

373 

 

 -

Total

 

 

 

 

 

 

 

 

 

 


 

Construction

1,667 

 

2,017 

 

353 

 

3,943 

 

 -

Commercial mortgage

5,861 

 

5,861 

 

1,476 

 

9,243 

 

 -

Commercial

29,867 

 

32,407 

 

9,369 

 

22,684 

 

 -

Consumer - home equity

1,356 

 

1,356 

 

135 

 

1,117 

 

 -

Residential

2,016 

 

2,016 

 

84 

 

1,246 

 

 -

 

The following tables summarize the Company’s non-accrual loans, loans past due 90 days and still accruing and other real estate owned for the periods indicated (the Company had no non-accrual leases at June 30, 2014,  June 30, 2013, or December 31, 2013) (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

December 31,

 

 

2014

 

2013

 

2013

 

 

 

 

 

 

 

Non-accrual loans

 

 

 

 

 

 

Construction

 

$               12,300 

 

$                  2,352 

 

$                  1,667 

Commercial mortgage

 

10,790 

 

9,324 

 

5,861 

Commercial

 

12,269 

 

26,935 

 

29,651 

Consumer

 

2,180 

 

1,116 

 

1,356 

Residential

 

1,175 

 

2,016 

 

2,016 

Total non-accrual loans

 

38,714 

 

41,743 

 

40,551 

 

 

 

 

 

 

 

Loans past due 90 days or more

 

1,031 

 

755 

 

110 

Total non-performing loans

 

39,745 

 

42,498 

 

40,661 

Other real estate owned

 

26,781 

 

6,308 

 

26,295 

Total non-performing assets

 

$               66,526 

 

$                48,806 

 

$                66,956 

 

The Company’s loans that were modified as of June 30, 2014 and December 31, 2013 and considered troubled debt restructurings are as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

Number

 

Pre-modification recorded investment

 

Post-modification recorded investment

 

Number

 

Pre-modification recorded investment

 

Post-modification recorded investment

Commercial

 

 

$               209 

 

$                209 

 

 

$               217 

 

$                217 

Commercial mortgage

 

 

3,977 

 

3,977 

 

 

3,055 

 

3,055 

Construction

 

 

263 

 

263 

 

 

263 

 

263 

Residential mortgage

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Total

 

 

$            4,449 

 

$             4,449 

 

 

$            3,535 

 

$             3,535 

 

The balances below provide information as to how the loans were modified as troubled debt restructurings loans as of  June 30, 2014 and  December 31, 2013  (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

Adjusted interest rate

 

Extended maturity

 

Combined rate and maturity

 

Adjusted interest rate

 

Extended maturity

 

Combined rate and maturity

Commercial

 

$                    - 

 

$               209 

 

$                    - 

 

$                 - 

 

$               217 

 

$                   - 

Commercial mortgage

 

3,763 

 

214 

 

 -

 

681 

 

214 

 

2,160 

Construction

 

 -

 

263 

 

 -

 

 -

 

263 

 

 -

Residential mortgage

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Total

 

$             3,763 

 

$               686 

 

$                    - 

 

$             681 

 

$               694 

 

$            2,160 

 

As of June 30, 2014 loans there were no loans that were restructured within the last 12 months that have subsequently defaulted.

 

 


 

Table of Contents

As of June 30, 2014 and December 31, 2013, the Company had no commitments to lend additional funds to loan customers whose terms have been modified in troubled debt restructurings.

 

A detail of the changes in the allowance for loan and lease losses by loan category is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

Residential

 

 

 

Direct lease

 

 

 

 

Six months ended

 

Commercial

 

mortgage

 

Construction

 

mortgage

 

Consumer

 

financing

 

Unallocated

 

Total

June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$           18,206 

 

$             6,884 

 

$           10,559 

 

$              661 

 

$               937 

 

$                311 

 

$                624 

 

$              38,182 

Charge-offs

 

(11,530)

 

(3,688)

 

(8,546)

 

(108)

 

(562)

 

 -

 

 

 

(24,434)

Recoveries

 

60 

 

 -

 

317 

 

 -

 

20 

 

 -

 

 

 

397 

Provision (credit)

 

11,188 

 

4,635 

 

15,142 

 

(16)

 

1,501 

 

690 

 

(340)

 

32,800 

Ending balance

 

$           17,924 

 

$             7,831 

 

$           17,472 

 

$              537 

 

$            1,896 

 

$             1,001 

 

$                284 

 

$              46,945 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$             3,811 

 

$                522 

 

$             3,780 

 

$                  - 

 

$               282 

 

$                    - 

 

$                    - 

 

$                8,395 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$           14,113 

 

$             7,309 

 

$           13,692 

 

$              537 

 

$            1,614 

 

$             1,001 

 

$                284 

 

$              38,550 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$         476,799 

 

$         593,622 

 

$         264,667 

 

$         96,009 

 

$        422,835 

 

$         185,878 

 

$             9,751 

 

$         2,049,561 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$           12,478 

 

$           10,790 

 

$           12,300 

 

$           1,175 

 

$            2,180 

 

$                    - 

 

$                    - 

 

$              38,923 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$         464,321 

 

$         582,832 

 

$         252,367 

 

$         94,834 

 

$        420,655 

 

$         185,878 

 

$             9,751 

 

$         2,010,638 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

Residential

 

 

 

Direct lease

 

 

 

 

Twelve months ended

 

Commercial

 

mortgage

 

Construction

 

mortgage

 

Consumer

 

financing

 

Unallocated

 

Total

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$           12,244 

 

$             6,223 

 

$             9,505 

 

$           2,089 

 

$            1,799 

 

$                239 

 

$                941 

 

$              33,040 

Charge-offs

 

(9,920)

 

(4,851)

 

(10,295)

 

(54)

 

(489)

 

(29)

 

 -

 

(25,638)

Recoveries

 

67 

 

98 

 

1,019 

 

 -

 

88 

 

 

 -

 

1,280 

Provision (credit)

 

15,815 

 

5,414 

 

10,330 

 

(1,374)

 

(461)

 

93 

 

(317)

 

29,500 

Ending balance

 

$           18,206 

 

$             6,884 

 

$           10,559 

 

$              661 

 

$               937 

 

$                311 

 

$                624 

 

$              38,182 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$             9,369 

 

$             1,476 

 

$                353 

 

$                84 

 

$               135 

 

$                     - 

 

$                    - 

 

$              11,417 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$             8,837 

 

$             5,408 

 

$           10,206 

 

$              577 

 

$               802 

 

$                311 

 

$                624 

 

$              26,765 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$         450,113 

 

$         625,810 

 

$         258,889 

 

$         94,850 

 

$        346,334 

 

$         175,610 

 

$             6,839 

 

$         1,958,445 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$           29,867 

 

$             5,861 

 

$             1,667 

 

$           2,016 

 

$            1,356 

 

$                     - 

 

$                    - 

 

$              40,767 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$         420,246 

 

$         619,949 

 

$         257,222 

 

$         92,834 

 

$        344,978 

 

$         175,610 

 

$             6,839 

 

$         1,917,678 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

Residential

 

 

 

Direct lease

 

 

 

 

Six months ended

 

Commercial

 

mortgage

 

Construction

 

mortgage

 

Consumer

 

financing

 

Unallocated

 

Total

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

$           12,244 

 

$             6,223 

 

$             9,505 

 

$           2,089 

 

$            1,799 

 

$                239 

 

$                941 

 

$              33,040 

Charge-offs

 

(1,729)

 

(2,005)

 

(4,382)

 

(54)

 

(185)

 

 -

 

 

 

(8,355)

Recoveries

 

38 

 

12 

 

481 

 

 -

 

50 

 

 

 

 

589 

Provision (credit)

 

5,014 

 

5,755 

 

5,061 

 

(14)

 

(501)

 

254 

 

(569)

 

15,000 

 


 

Ending balance

 

$           15,567 

 

$             9,985 

 

$           10,665 

 

$           2,021 

 

$            1,163 

 

$                501 

 

$                372 

 

$              40,274 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$             7,302 

 

$             1,249 

 

$                  90 

 

$                  - 

 

$                 51 

 

$                     - 

 

$                    - 

 

$                8,692 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$             8,265 

 

$             8,736 

 

$           10,575 

 

$           2,021 

 

$            1,112 

 

$                501 

 

$                372 

 

$              31,582 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$         481,537 

 

$         651,034 

 

$         266,911 

 

$         93,960 

 

$        295,576 

 

$         172,250 

 

$             6,114 

 

$         1,967,382 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Individually

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$           26,936 

 

$             9,323 

 

$             2,352 

 

$           2,016 

 

$            1,116 

 

$                     - 

 

$                    - 

 

$              41,743 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance: Collectively

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

evaluated for impairment

 

$         454,601 

 

$         641,711 

 

$         264,559 

 

$         91,944 

 

$        294,460 

 

$         172,250 

 

$             6,114 

 

$         1,925,639 

 

 

 

The Company did not have loans acquired with deteriorated credit quality at either June 30, 2014 or December 31, 2013.

 

A detail of the Company’s delinquent loans by loan category is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

Greater than

 

 

 

Total

 

 

 

Total

June 30, 2014

 

past due

 

past due

 

90 days

 

Non-accrual

 

past due

 

Current

 

loans

Commercial

 

$                        785 

 

$                       - 

 

$                           - 

 

$                12,269 

 

$               13,054 

 

$                463,745 

 

$              476,799 

Commercial mortgage

 

665 

 

 -

 

 -

 

10,790 

 

11,455 

 

582,167 

 

593,622 

Construction

 

 -

 

 -

 

913 

 

12,300 

 

13,213 

 

251,454 

 

264,667 

Direct lease financing

 

3,598 

 

2,328 

 

118 

 

 -

 

6,044 

 

179,834 

 

185,878 

Consumer - other

 

750 

 

 -

 

 -

 

1,257 

 

2,007 

 

376,551 

 

378,558 

Consumer - home equity

 

 

 -

 

 -

 

923 

 

932 

 

43,345 

 

44,277 

Residential mortgage

 

 -

 

 -

 

 -

 

1,175 

 

1,175 

 

94,834 

 

96,009 

Unamortized loan fees and costs

 

 -

 

 -

 

 -

 

 -

 

 -

 

9,751 

 

9,751 

 

 

$                     5,807 

 

$               2,328 

 

$                    1,031 

 

$                38,714 

 

$               47,880 

 

$             2,001,681 

 

$           2,049,561 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

Greater than

 

 

 

Total

 

 

 

Total

December 31, 2013

 

past due

 

past due

 

90 days

 

Non-accrual

 

past due

 

Current

 

loans

Commercial

 

$                           - 

 

$                       - 

 

$                           - 

 

$                29,651 

 

$               29,651 

 

$                420,462 

 

$              450,113 

Commercial mortgage

 

998 

 

5,999 

 

 -

 

5,861 

 

12,858 

 

612,952 

 

625,810 

Construction

 

 -

 

 -

 

 -

 

1,667 

 

1,667 

 

257,222 

 

258,889 

Direct lease financing

 

3,427 

 

1,293 

 

110 

 

 -

 

4,830 

 

170,780 

 

175,610 

Consumer - other

 

425 

 

 -

 

 -

 

1,356 

 

1,781 

 

300,909 

 

302,690 

Consumer - home equity

 

18 

 

 -

 

 -

 

 -

 

18 

 

43,626 

 

43,644 

Residential mortgage

 

 -

 

 -

 

 -

 

2,016 

 

2,016 

 

92,834 

 

94,850 

Unamortized loan fees and costs

 

 -

 

 -

 

 -

 

 -

 

 -

 

6,839 

 

6,839 

 

 

$                   4,868 

 

$               7,292 

 

$                       110 

 

$                40,551 

 

$               52,821 

 

$             1,905,624 

 

$           1,958,445 

 

The Company evaluates its loans under an internal loan risk rating system as a means of identifying problem loans.  The following table provides information by credit risk rating indicator for each segment of the loan portfolio excluding loans held for sale at the dates indicated (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

Residential

 

 

Commercial

 

Construction

 

mortgage

 

mortgage

 

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Pass

 

$          423,927 

 

$         377,482 

 

$         219,920 

 

$         226,926 

 

$          483,611 

 

$         517,164 

 

$               25,718 

 

$              25,812 

Special Mention

 

129 

 

149 

 

912 

 

 -

 

95 

 

6,997 

 

 -

 

 -

Substandard

 

7,760 

 

29,867 

 

15,957 

 

1,667 

 

11,455 

 

5,861 

 

1,175 

 

2,016 

Doubtful

 

 -

 

 -

 

2,500 

 

 -

 

 -

 

 -

 

 -

 

 -

Loss

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Unrated subject to review *

 

6,159 

 

6,854 

 

20,330 

 

25,255 

 

17,491 

 

29,467 

 

 -

 

 -

Unrated not subject to review *

 

38,824 

 

35,761 

 

5,048 

 

5,041 

 

80,970 

 

66,321 

 

69,116 

 

67,022 

Total

 

$          476,799 

 

$         450,113 

 

$         264,667 

 

$         258,889 

 

$          593,622 

 

$         625,810 

 

$               96,009 

 

$              94,850 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct lease

 

 

 

 

 

 

 

 

 

 

Consumer

 

financing

 

Unamortized costs

 

Total

 

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$          152,845 

 

$         116,292 

 

$           61,811 

 

$           58,545 

 

$                     - 

 

$                   - 

 

$         1,367,832 

 

$        1,322,221 

Special Mention

 

 -

 

1,348 

 

 -

 

 -

 

 -

 

 -

 

1,136 

 

8,494 

Substandard

 

3,807 

 

1,356 

 

2,057 

 

 -

 

 -

 

 -

 

42,211 

 

40,767 

Doubtful

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

2,500 

 

 -

Loss

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Unrated subject to review *

 

17,102 

 

524 

 

 -

 

2,244 

 

 -

 

 -

 

61,082 

 

64,344 

Unrated not subject to review *

 

249,081 

 

226,814 

 

122,010 

 

114,821 

 

9,751 

 

6,839 

 

574,800 

 

522,619 

Total

 

$          422,835 

 

$         346,334 

 

$         185,878 

 

$         175,610 

 

$             9,751 

 

$            6,839 

 

$         2,049,561 

 

$        1,958,445 

 

 

* Unrated loans consist of performing loans which did not exhibit any negative characteristics which would require the loan to be evaluated, or fell below the dollar threshold requiring review under the Bank’s internal policy and are not loans otherwise selected in ongoing portfolio evaluation.  The scope of the Bank’s loan review policy encompasses commercial and construction loans and leases which singly, or in aggregate for loans to related borrowers, exceed $3.0 million. The loan portfolio review coverage was approximately 69%  at  June 30, 2014 and approximately 70% at December 31, 2013.    This review is performed by the loan review department, which is independent of the loan origination department and reports directly to the audit committee.  Potential problem loans, which are identified by either the independent loan review department or line management, are reviewed.    Adversely classified loans are reviewed quarterly by the independent loan review function of the Bank. Additionally, all loans are subject to ongoing monitoring by portfolio managers and loan officers.  Also, many of the Bank’s loans are relatively short term, and are subject to reconsideration with a full review in loan committee between one and three years after the loan is made and after the prior review.

 

Note 7. Transactions with Affiliates

 

The Company entered into a space sharing agreement for office space in New York, New York with Resource America Inc. commencing in September 2011.  The Company pays only its proportionate share of the lease rate to a lessor which is an unrelated third party.  The Chairman of the Board of Resource America, Inc. is the father of the Chairman of the Board and the spouse of the Chief Executive Officer of the Company.  The Chief Executive Officer of Resource America, Inc. is the brother of the Chairman of the Board and the son of the Chief Executive Officer of the Company.  Rent expense is 50% of the fixed rent, real estate tax payment and the base expense charges.  Rent expense was $51,000  for the  six months ended June 30, 2014 and 2013, respectively.

 

The Company entered into a space sharing agreement for office space in New York, New York with Atlas Energy, L.P. commencing in May 2012.  The Company pays only its proportionate share of the lease rate to a lessor which is an unrelated third party.  The Chairman of the Board of the general partner of Atlas Energy, L.P. is the brother of the Chairman of the Board and the son of the Chief Executive Officer of the Company.  The Chief Executive Officer and President of Atlas Energy, L.P. is the father of the Chairman of the Board and the spouse of the Chief Executive Officer of the Company.  Rent expense is 50% of the fixed rent, real estate tax payment and the base expense charges.  Rent expense was $52,000 for the six months ended June 30, 2014 and 2013, respectively.

 

The Bank maintains deposits for various affiliated companies totaling approximately $11.8 million and $36.7 million as of June 30, 2014 and December 31, 2013, respectively. 

 

The Bank has entered into lending transactions in the ordinary course of business with directors, executive officers, principal stockholders and affiliates of such persons on the same terms as those prevailing for comparable transactions with other borrowers. At June 30, 2014, these loans were current as to principal and interest payments and did not involve more than normal risk of collectability. At June 30, 2014, loans to these related parties amounted to $47.0 million as compared to $34.9 million at December 31, 2013

 

The Company executed transactions through PrinceRidge Group LLC, now know as J.V.B. Financial Group, LLC, (“JVB”), a broker dealer in which the Company’s Chairman has a minority interest. The Company’s Chairman also serves as Vice Chairman of

 


 

Table of Contents

Institutional Financial Markets Inc., the parent company of JVB.  For the six months ended June 30, 2014, the Company purchased $3.4 million of AAA rated SBA loans for Community Reinvestment Act purposes through JVB.    The Company had no security purchases from JVB for the six months ended June 30, 2014.  From time to time, the Company may also purchase securities under agreements to resell through JVB primarily consisting of G.N.M.A. certificiates which are full faith and credit obligations of the United States government issued at competitive rates.  All terms under the resale agreement were met by JVB and $15.9 million was outstanding at June 30, 2014.    

 

Note 8. Fair Value Measurements

ASC 825, Financial Instruments, requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For the Company, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. However, many of such instruments lack an available trading market as characterized by a willing buyer and willing seller engaging in an exchange transaction. Also, it is the Company’s general practice and intent to hold its financial instruments to maturity whether or not categorized as “available-for-sale” and not to engage in trading or sales activities, except for certain loans. For fair value disclosure purposes, the Company utilized certain value measurement criteria required under the ASC 820, Fair Value Measurements and Disclosures, and discussed below.

Estimated fair values have been determined by the Company using the best available data and an estimation methodology it believes to be suitable for each category of financial instruments. Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. Also, there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and methodologies in the absence of active markets. This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values.

Cash and cash equivalents, which are comprised of cash and due from banks, our balance at the Federal Reserve Bank and securities purchased under agreements to resell, had recorded values of $472.5  million and $1.24 billion as of June 30, 2014 and December 31, 2013, respectively, which approximated fair values. 

The estimated fair values of investment securities are based on quoted market prices, if available, or estimated using a methodology based on management’s inputs. The fair values of the Company’s investment securities held-to-maturity and loans held for sale are based on using “unobservable inputs” that are the best information available in the circumstances.

The net loan portfolio at June 30, 2014 and December 31, 2013 has been valued using the present value of discounted cash flow where market prices were not available. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk. The carrying value of accrued interest receivable approximates fair value.

The estimated fair values of demand deposits (comprising interest-and noninterest-bearing checking accounts, savings, and certain types of demand and money market accounts) are equal to the amount payable on demand at the reporting date (generally, their carrying amounts). The fair values of securities sold under agreements to repurchase and short term borrowings are equal to their carrying amounts as they are overnight borrowings.

The fair values of interest rate swaps are determined using models that use readily observable market inputs and a market standard methodology applied to the contractual terms of the derivatives, including the period to maturity and interest rate indices.

The fair values of certificates of deposit and subordinated debentures are estimated using a discounted cash flow calculation that applies current interest rates to discounted expected cash flows. Based upon time deposit maturities at June 30, 2014, the carrying values approximate their fair values. The carrying amount of accrued interest payable approximates its fair value.  The following tables provide information regarding carrying amounts and estimated fair values (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

 

 

 

 

Quoted prices in

 

Significant other

 

Significant

 

 

 

 

 

active markets for

 

observable

 

unobservable

   

Carrying

 

Estimated

 

identical assets

 

inputs

 

inputs

 

amount

 

fair value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 


 

 

(in thousands)

Investment securities available-for-sale

$          1,459,626 

 

$            1,459,626 

 

$                  64,081 

 

$             1,395,545 

 

$                        - 

Investment securities held-to-maturity

97,130 

 

94,927 

 

7,392 

 

 -

 

87,535 

Securities purchased under agreements to resell

15,906 

 

15,906 

 

15,906 

 

 -

 

 -

Federal Home Loan and Atlantic Central Bankers Bank stock

3,409 

 

3,409 

 

 -

 

 -

 

3,409 

Commercial loans held for sale

154,474 

 

154,474 

 

 -

 

 -

 

154,474 

Loans, net

2,049,561 

 

2,049,467 

 

 -

 

 -

 

2,049,467 

Demand and interest checking

3,563,447 

 

3,563,447 

 

3,563,447 

 

 -

 

 -

Savings and money market

307,927 

 

307,927 

 

307,927 

 

 -

 

 -

Time deposits

10,436 

 

10,474 

 

 -

 

 -

 

10,474 

Subordinated debenture

13,401 

 

7,963 

 

 -

 

 -

 

7,963 

Securities sold under agreements to repurchase

17,481 

 

17,481 

 

17,481 

 

 -

 

 -

Interest rate swaps

(1,267)

 

(1,267)

 

 -

 

(1,267)

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

 

 

 

 

Quoted prices in

 

Significant other

 

Significant

 

 

 

 

 

active markets for

 

observable

 

unobservable

   

Carrying

 

Estimated

 

identical assets

 

inputs

 

inputs

 

amount

 

fair value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

(in thousands)

Investment securities available-for-sale

$          1,253,117 

 

$            1,253,117 

 

$                  64,971 

 

$             1,187,595 

 

$                    551 

Investment securities held-to-maturity

97,205 

 

95,030 

 

7,286 

 

 -

 

87,744 

Securities purchased under agreements to resell

7,544 

 

7,544 

 

7,544 

 

 -

 

 -

Federal Home Loan and Atlantic Central Bankers Bank stock

3,209 

 

3,209 

 

 -

 

 -

 

3,209 

Commercial loans held for sale

69,904 

 

69,904 

 

 -

 

 -

 

69,904 

Loans, net

1,958,445 

 

1,954,058 

 

 -

 

 -

 

1,954,058 

Demand and interest checking

3,722,602 

 

3,722,602 

 

3,722,602 

 

 -

 

 -

Savings and money market

536,162 

 

536,162 

 

536,162 

 

 -

 

 -

Time deposits

14,225 

 

14,444 

 

 -

 

 -

 

14,444 

Subordinated debentures

13,401 

 

9,287 

 

 -

 

 -

 

9,287 

Securities sold under agreements to repurchase

21,221 

 

21,221 

 

21,221 

 

 -

 

 -

Interest rate swaps

481 

 

481 

 

 -

 

481 

 

 -

 

The fair value of commitments to extend credit is estimated based on the amount of unamortized deferred loan commitment fees. The fair value of letters of credit is based on the amount of unearned fees plus the estimated cost to terminate the letters of credit. Fair values of unrecognized financial instruments, including commitments to extend credit, and the fair value of letters of credit are considered immaterial.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

Quoted prices in active

 

Significant other

 

Significant

 

 

 

 

markets for identical

 

observable

 

unobservable

 

 

Fair value

 

assets

 

inputs

 

inputs

 

 

June 30, 2014

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

Investment securities available for sale

 

 

 

 

 

 

 

 

U.S. Government agency securities

 

$                           20,685 

 

$                                       - 

 

$                             20,685 

 

$                                       - 

Federally insured student loan securities

 

129,734 

 

 -

 

129,734 

 

 -

Obligations of states and political subdivisions

 

588,551 

 

2,297 

 

586,254 

 

 -

Residential mortgage-backed securities

 

382,625 

 

 -

 

382,625 

 

 -

Commercial mortgage-backed securities

 

143,989 

 

 -

 

143,989 

 

 -

Other debt securities

 

194,042 

 

61,784 

 

132,258 

 

 -

 


 

Total investment securities available for sale

 

1,459,626 

 

64,081 

 

1,395,545 

 

 -

Commercial loans held for sale

 

154,474 

 

 -

 

 -

 

154,474 

Interest rate swaps

 

(1,267)

 

 -

 

(1,267)

 

 -

 

 

$                      1,612,833 

 

$                             64,081 

 

$                        1,394,278 

 

$                           154,474 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

Quoted prices in active

 

Significant other

 

Significant

 

 

 

 

markets for identical

 

observable

 

unobservable

 

 

Fair value

 

assets

 

inputs

 

inputs

 

 

December 31, 2013

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

Investment securities available for sale

 

 

 

 

 

 

 

 

U.S. Government agency securities

 

$                           10,726 

 

$                                   400 

 

$                              10,326 

 

$                                       - 

Federally insured student loan securities

 

147,573 

 

 -

 

147,573 

 

 -

Obligations of states and political subdivisions

 

458,118 

 

2,277 

 

455,841 

 

 -

Residential mortgage-backed securities

 

322,774 

 

 -

 

322,774 

 

 -

Commercial mortgage-backed securities

 

120,347 

 

 -

 

120,347 

 

 -

Other debt securities

 

193,579 

 

62,294 

 

130,734 

 

551 

Total investment securities available for sale

 

1,253,117 

 

64,971 

 

1,187,595 

 

551 

Commercial loans held for sale

 

69,904 

 

 -

 

 -

 

69,904 

Interest rate swaps

 

481 

 

 -

 

481 

 

 -

 

 

$                      1,323,502 

 

$                              64,971 

 

$                         1,188,076 

 

$                             70,455 

 

 

 

 

 

 

 

 

 

 

In addition, ASC 820, Fair Value Measurements and Disclosures, establishes a common definition for fair value to be applied to assets and liabilities. It clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures concerning fair value measurements. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 valuation is based on quoted market prices for identical assets or liabilities to which the Company has access at the measurement date. Level 2 valuation is based on other observable inputs for the asset or liability, either directly or indirectly. This includes quoted prices for similar assets in active or inactive markets, inputs other than quoted prices that are observable for the asset or liability such as yield curves, volatilities, prepayment speeds, credit risks, default rates, or inputs that are derived principally from, or corroborated through, observable market data by market-corroborated reports. Level 3 valuation is based on “unobservable inputs” which the Company believes is the best information available in the circumstances. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The changes in the Company’s Level 3 assets measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements Using

 

 

Significant Unobservable Inputs

 

 

(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Available for sale

 

Commercial loans

 

 

securities

 

held for sale

 

 

June 30, 2014

 

December 31, 2013

 

June 30, 2014

 

December 31, 2013

Beginning balance

 

$                               551 

 

$                                   597 

 

$                              69,904 

 

$                              11,341 

Transfers into level 3

 

 -

 

 -

 

 -

 

 -

Transfers out of level 3

 

(551)

 

 -

 

 -

 

 -

Total gains or losses (realized/unrealized)

 

 

 

 

 

 

 

 

Included in earnings

 

 -

 

(1)

 

4,604 

 

3,082 

Included in other comprehensive income

 

 -

 

21 

 

 -

 

 -

Purchases, issuances, and settlements

 

 

 

 

 

 

 

 

Purchases

 

 -

 

 -

 

 

 

 

Issuances

 

 -

 

 -

 

325,592 

 

309,358 

Sales

 

 -

 

 

 

(243,960)

 

(253,832)

 


 

Settlements

 

 -

 

(66)

 

(1,666)

 

(45)

Ending balance

 

$                                   - 

 

$                                   551 

 

$                            154,474 

 

$                              69,904 

 

 

The other debt securities and commercial loans held for sale included in level 3 at June 30, 2014 and December 31, 2013 have been valued on the present value of cash flows, which discounts expected cash flows from principal and interest using yield to maturity at the measurement date. The discount rate used in these calculations is the estimated current market rate adjusted for credit risk.

 

Assets measured at fair value on a nonrecurring basis, segregated by fair value hierarchy, during the periods shown are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

Quoted prices in active

 

Significant other

 

Significant

 

 

 

 

markets for identical

 

observable

 

unobservable

 

 

Fair value

 

assets

 

inputs

 

inputs

Description

 

June 30, 2014

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

Impaired loans

 

$                           38,923 

 

$                                      - 

 

$                                      - 

 

$                             38,923 

Other real estate owned

 

26,781 

 

 -

 

 -

 

26,781 

 

 

$                           65,704 

 

$                                      - 

 

$                                      - 

 

$                             65,704 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

 

Quoted prices in active

 

Significant other

 

Significant

 

 

 

 

markets for identical

 

observable

 

unobservable

 

 

Fair value

 

assets

 

inputs

 

inputs

Description

 

December 31, 2013

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

 

 

 

 

 

 

 

 

Impaired loans

 

$                           40,767 

 

$                                      - 

 

$                                      - 

 

$                             40,767 

Other real estate owned

 

26,295 

 

 -

 

 -

 

26,295 

Intangible assets

 

7,612 

 

 -

 

 -

 

7,612 

 

 

$                           74,674 

 

$                                      - 

 

$                                      - 

 

$                             74,674 

 

At June 30, 2014, impaired loans that are measured based on the value of underlying collateral have been presented at their fair value, less costs to sell, of $38.9 million through specific reserves and other write downs of $8.4 million or by recording charge-offs when the carrying value exceeds the fair value. Included in the impaired balance at June 30, 2014 were troubled debt restructured loans with a balance of $4.4 million which had specific reserves of  $562,000.  Valuation techniques consistent with the market and/or cost approach were used to measure fair value and primarily included observable inputs for the individual impaired loans being evaluated such as recent sales of similar assets or observable market data for operational or carrying costs. In cases where such inputs were unobservable, the loan balance is reflected within the Level 3 hierarchy. The fair value of other real estate owned is based on an appraisal of the property using the market approach for valuation.

 

Note 9. Derivatives

 

The Company utilizes derivative instruments to assist in the management of interest rate sensitivity by modifying the repricing, maturity and option characteristics on commercial real estate loans held for sale. These instruments are not accounted for as hedges.  As of June 30, 2014, the Company had entered into twenty-one interest rate swap agreements with an aggregate notional amount of $100.1 million. These swap agreements provide for the Company to receive an adjustable rate of interest based upon the three-month London Interbank Offering Rate (LIBOR).  The Company recorded a  loss of $2.3 million for the six months ended June 30, 2014 on derivative instruments.  The amount payable by the Company under these swap agreements was  $1.3 million at June 30, 2014.

 

The maturity dates, notional amounts, interest rates paid and received and fair value of the Company’s remaining interest rate swap agreements as of June 30, 2014 are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

Maturity date

 

Notional amount

 

Interest rate paid

 

Interest rate received

 

Fair value

May 20, 2024

 

$                    1,700 

 

2.62% 

 

0.23% 

 

$               (6)

June 3, 2024

 

2,600 

 

2.60% 

 

0.23% 

 

(3)

 


 

July 1, 2024

 

2,600 

 

2.65% 

 

0.23% 

 

(13)

April 23, 2019

 

2,800 

 

1.83% 

 

0.23% 

 

(27)

May 15, 2024

 

2,800 

 

2.71% 

 

0.22% 

 

(32)

June 9, 2024

 

3,300 

 

2.72% 

 

0.23% 

 

(38)

June 20, 2024

 

3,700 

 

2.73% 

 

0.23% 

 

(47)

June 12, 2014

 

4,000 

 

2.77% 

 

0.23% 

 

(64)

March 18, 2024

 

4,200 

 

2.76% 

 

0.23% 

 

(73)

June 23, 2024

 

4,200 

 

2.71% 

 

0.23% 

 

(38)

June 12, 2019

 

4,300 

 

1.80% 

 

0.23% 

 

(28)

April 14, 2024

 

4,300 

 

2.75% 

 

0.23% 

 

(70)

July 2, 2024

 

4,300 

 

2.63% 

 

0.23% 

 

(12)

April 7, 2024

 

5,100 

 

2.91% 

 

0.23% 

 

(156)

June 13, 2024

 

5,300 

 

2.76% 

 

0.23% 

 

(82)

May 14, 2024

 

6,000 

 

2.73% 

 

0.23% 

 

(80)

November 5, 2018

 

6,100 

 

1.51% 

 

0.24% 

 

(7)

January 6, 2024

 

6,200 

 

3.07% 

 

0.24% 

 

(288)

May 6, 2019

 

6,700 

 

1.79% 

 

0.22% 

 

(50)

June 4, 2024

 

7,800 

 

2.63% 

 

0.23% 

 

(31)

March 24, 2019

 

12,100 

 

1.81% 

 

0.22% 

 

(122)

Total

 

$                100,100 

 

 

 

 

 

$        (1,267)

 

 

Note 10. Other Identifiable Intangible Assets

 

On November 29, 2012, the Company acquired certain software rights and personnel of a prepaid card program manager in Europe for approximately $1.8 million.  With this acquisition the Company expects to establish a European prepaid card presence.  The Company  allocated the majority of the $1.8 acquisition cost to software used for fraud monitoring for its prepaid card business, with related services provided by its European data processing subsidiary.  The fraud monitoring software is being amortized over eight years.  Amortization expense is $217,000 per year ($1.1 million over the next five years).  The gross carrying amount of the software is $1.8 million and as of June 30, 2014 the accumulated amortization was $316,000.

 

The Company accounts for its customer list in accordance with ASC 350, Intangibles—Goodwill and Other. The acquisition of the Stored Value Solutions division of Marshall Bank First in 2007 resulted in a customer list intangible of $12.0 million which is being amortized over a 12 year period. Amortization expense is $1.0 million per year ($5.0 million over the next five years).  The gross carrying amount of the customer list intangible is $12.0 million and as of June 30, 2014 the accumulated amortization was $6.5 million.  For both 2014 and 2013, amortization expense for the second quarter was $250,000 and for the six months was $500,000.

 

Note 11. Recent Accounting Pronouncements

 

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which amended disclosures by requiring improved information about financial instruments and derivative instruments that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. Reporting entities are required to provide both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements on the basis of international financial reporting standards. Companies were required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those years. The adoption had no material impact on the Company’s financial position or results of operations.

 

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires a reporting entity to provide information about the amounts reclassified out of accumulated comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under accounting principles generally accepted in the United States (U.S. GAAP) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. Companies were

 


 

Table of Contents

required to apply these amendments prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption had no material impact on the Company’s financial position or results of operations.

 

Note 12.  Regulatory Matters

 

The Bank entered into a Stipulation and Consent to the Issuance of a Consent Order, or Order with the Federal Deposit Insurance Corporation, or the FDIC which became effective on June 5, 2014. The Bank took this action without admitting or denying any charges of unsafe or unsound banking practices or violations of law or regulation relating to weaknesses in the Bank’s Bank Secrecy Act, or BSA,  Compliance Program. 

 

The Order requires the Bank to take certain affirmative actions to comply with its BSA obligations.  To date, the Bank has implemented multiple upgrades that address the requirements of the Order.   These measures have and will increase non-interest expense. 

 

Until approval by the FDIC of a BSA Report for which the Bank has already engaged a third party, the Order places some restrictions on certain activities: the Bank will be restricted from signing and boarding new independent sales organizations; the Bank will be restricted from issuing new non-benefit related reloadable prepaid card programs; and the Bank will be restricted from originating Automated Clearing House transactions for new merchant-related payments.

 

We learned through a compliance examination that certain actions of third parties through which we issue cards are being scrutinized by the FDIC. The FDIC has informed us that it may take the position that certain operational aspects related to these card programs may implicate non-compliance with unfair or deceptive acts or practices regulations. While the Bank is contractually indemnified for related losses, civil money penalties, if assessed against the Bank, are not indemnified.

While the Bank is prohibited by law from publicly releasing its examination ratings, such ratings, including compliance ratings, can impact the Bank’s FDIC premiums, which are also impacted   by the amount of deposits classified as brokered.  We have learned from the FDIC staff that it has recently taken the position that certain products offered in conjunction with third parties including general purpose reloadable cards should be classified as “brokered” deposits. The Bank has taken the position that such deposits should not be classified as brokered. However, if these deposits are required to be reported as brokered, the Bank’s FDIC insurance assessment could be increased up to 10 basis points (0.1%) annually, based on average liabilities.

Note 13.  Legal

 

We are a  defendant in a class action filed in July 2014 which, if resolved adversely to us, could materially adversely affect our financial condition and results of operations. This litigation is in its preliminary stages. The Company believes that the complaint is without merit and intends to defend vigorously.

 

Note 14. Subsequent Events

 

The Company evaluated its June 30, 2014 financial statements for subsequent events through the date the financial statements were issued.  The Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements, not otherwise disclosed herein.

 

On July 10, 2014, the Company entered into agreements with two investment banks under which the Company may sell up to $50 million of common stock in at-the-market-offerings. (See Form 8-K filed July 11, 2014)

 

 

 

 

 


 

Table of Contents

 

Part I - Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

Forward-Looking Statements

 

When used in this Form 10-Q, the words “believes” “anticipates” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties more particularly described in Part II, Item 1A, under caption “Risk Factors” in this Form 10-Q and in Item 1A, under the caption “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2013 and in other of our public filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those expressed or implied in this Form 10-Q. We caution readers not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances after the date of this report except as required by applicable law.

 

In the following discussion we provide information about our results of operations, financial condition, liquidity and asset quality. We intend that this information facilitate your understanding and assessment of significant changes and trends related to our financial condition and results of operations. You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” included in our Annual Report on Form 10-K for the year ended December 31, 2013.  

 

 Overview

 

We are a Delaware financial holding company with a wholly owned subsidiary, The Bancorp Bank, which we refer to as the Bank. Through the Bank, we provide a wide range of commercial and retail banking services, which include private label banking, healthcare accounts, prepaid and debit cards, and merchant card processing to both regional and national markets.

Regionally, we focus on providing our banking services directly to retail and commercial customers in the Philadelphia-Wilmington metropolitan area, consisting of the 12 counties surrounding Philadelphia, Pennsylvania and Wilmington, Delaware  including Philadelphia, Delaware, Chester, Montgomery, Bucks and Lehigh Counties in Pennsylvania, New Castle County in Delaware and Mercer, Burlington, Camden, Ocean and Cape May Counties in New Jersey. We believe that changes over the past ten years in this market have created an underserved base of small and middle-market businesses and high net worth individuals that are interested in banking with a company headquartered in and with decision-making authority based in the Philadelphia-Wilmington area. We believe that our presence in the area provides us with insights as to the local market and, as a result, with the ability to tailor our products and services, and especially the structure of our loans, more closely to the needs of our targeted customers. We seek to develop overall banking relationships with our targeted customers so that our lending operations serve as a generator of deposits and our deposit relationships serve as a source of loan assets. We believe that our regional presence also allows us to oversee and further develop our existing customer relationships.

Nationally, we focus on providing our services to organizations with a pre-existing customer base who can use one or more selected banking services tailored to support or complement the services provided by these organizations to their customers. These services include private label banking; credit and debit card processing for merchants affiliated with independent service organizations; healthcare savings accounts for healthcare providers and third-party plan administrators; and prepaid cards, also known as stored value cards, for insurers, incentive plans, large retail chains and consumer service organizations. We typically provide these services under the name and through the facilities of each organization with whom we develop a relationship. We refer to this, generally, as affinity group banking. Our private label banking, merchant processing, healthcare accounts and prepaid card programs are a source of fee income and low-cost deposits. 

In Europe, the Company maintains three operational service subsidiaries and one subsidiary through which it offers prepaid card issuing services.  

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform with accounting principles generally accepted in the United States and general practices within the financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. We believe that the determination of our allowance for loan and lease losses, our determination of the fair value of financial instruments and leveling within the valuation hierarchy, our determination of other than temporary impairment, and income taxes involve a higher degree of judgment and complexity than our other significant accounting policies.

We determine our allowance for loan and lease losses with the objective of maintaining a reserve level we believe to be sufficient to absorb our estimated probable credit losses. We base our determination of the adequacy of the allowance on periodic evaluations of

 


 

Table of Contents

our loan portfolio and other relevant factors. However, this evaluation is inherently subjective as it requires material estimates, including, among others, expected default probabilities, the amount of loss we may incur on a defaulted loan, expected commitment usage, the amounts and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on consumer loans and residential mortgages, and general amounts for historical loss experience. We also evaluate economic conditions and uncertainties in estimating losses and inherent risks in our loan portfolio. To the extent actual outcomes differ from our estimates, we may need additional provisions for loan losses. Any such additional provisions for loan losses will be a direct charge to our earnings.  See “Allowance for Loan and Lease Losses”.

The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. We estimate the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. Our valuation methods and inputs consider factors such as types of underlying assets or liabilities, rates of estimated credit losses, interest rate or discount rate and collateral. Our best estimate of fair value involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, current delinquency rates, loan-to value ratios and the possibility of obligor refinancing.

At the end of each quarter, we assess the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period.

We periodically review our investment portfolio to determine whether unrealized losses on securities are temporary, based on evaluations of the creditworthiness of the issuers or guarantors, and underlying collateral, as applicable. In addition, we consider the continuing performance of the securities. We recognize credit losses through the income statement. If management believes market value losses are temporary and that we have the ability and intention to hold those securities to maturity, we recognize the reduction in other comprehensive income, through equity.

We account for income taxes under the liability method whereby we determine deferred tax assets and liabilities based on the difference between the carrying values on our financial statements and the tax basis of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities.

Recent Developments

The Bank entered into a Stipulation and Consent to the Issuance of a Consent Order, or Order with the Federal Deposit Insurance Corporation, or the FDIC which became effective on June 5, 2014. The Bank took this action without admitting or denying any charges of unsafe or unsound banking practices or violations of law or regulation relating to weaknesses in the Bank’s Bank Secrecy Act, or BSA,  Compliance Program. 

 

The Order requires the Bank to take certain affirmative actions to comply with its BSA obligations, among them: appoint a qualified BSA/OFAC (Office of Foreign Assets Control) officer; revise the written BSA Compliance Program; develop and implement additional policies and procedures for suspicious activity monitoring and reporting; review and enhance customer due diligence and risk assessment processes; review past account activity to determine whether suspicious activity was properly identified and reported; strengthen internal controls, including augmenting Board oversight regarding BSA activities; establish an independent testing program and develop policies and procedures to govern staffing and training for BSA compliance.

 

To date, the Bank has implemented multiple upgrades that address the requirements of the Order, such as the appointment of a qualified BSA/OFAC  officer, increasing oversight and staffing of the BSA compliance function, improving practices and procedures to monitor and report transactions; increasing training, as well as adopting an independent testing program to ensure adherence to more effective BSA standards. Although these measures have and will increase non-interest expense including significant initial consulting fees, growth in the various lines of business should, over time, cover these expenses. (See “Non- Interest Expense)  

 

Until approval by the FDIC of a BSA Report for which the Bank has already engaged a third party, the Order places some restrictions on certain activities: the Bank will be restricted from signing and boarding new independent sales organizations; the Bank will be restricted from issuing new non-benefit related reloadable prepaid card programs; and the Bank will be restricted from originating Automated Clearing House transactions for new merchant-related payments. Until such time as we receive the FDIC’s approval, restrictions in these specific areas may potentially impact their growth.  We do not believe that these restrictions will have a material impact on revenue.  As a result of the Order, the Bank’s obligations include approximately $7.04 million of additional lookback and other consulting costs which will be recognized as expense as related services are performed.  We believe these expenses will be recognized in the third and fourth quarters of 2014.

 


 

Table of Contents

 

We learned through a compliance examination that certain actions of third parties through which we issue cards are being scrutinized by the FDIC. The FDIC has informed us that it may take the position that certain operational aspects related to these card programs may implicate compliance with unfair or deceptive acts or practices regulations. While the Bank is contractually indemnified for related losses, civil money penalties, if assessed against the Bank, are not indemnified.

 

While the Bank is prohibited by law from publicly releasing its examination ratings, such ratings, including compliance ratings, can impact the Bank’s FDIC premiums, which are also impacted   by the amount of deposits classified as brokered.  We have learned from the FDIC staff that it has recently taken the position that certain products offered in conjunction with third parties including general purpose reloadable cards should be classified as “brokered” deposits. The Bank has taken the position that such deposits should not be classified as brokered. However, if these deposits are required to be reported as brokered, the Bank’s FDIC insurance assessment could be increased up to 10 basis points (0.1%) annually, based on average liabilities.  Other adverse regulatory actions could also potentially result from brokered classifications. (See “Item 1A Risk Factors”)

We are a  defendant in a class action filed in July 2014 which, if resolved adversely to us, could materially adversely affect our financial condition and results of operations. See Part II, Item 1A, “Risk Factors- We are named as a defendant in a class action securities lawsuit and the adverse resolution of this matter could have a material adverse effect on our financial condition and results of operations.” This litigation is in its preliminary stages. The Company believes that the complaint is without merit and intends to defend vigorously.

Results of Operations

Second quarter 2014 to second quarter 2013

Net Income:  Net income for the second quarter of 2014 was  $338,000, compared to net income of  $5.6 million for the second quarter of 2013. The $5.3 million decrease reflected a $4.3 million increase in net interest income and a $1.7 million increase in non-interest income (excluding security gains) which were more than offset by $2.2 million of BSA related consulting expenses and a $6.0 million increase in the provision for loan and lease losses.  Non-interest income (excluding security gains) increased to $23.6 million in second quarter 2014 from $21.9 million in second quarter 2013, reflecting increases in prepaid card fees and other non-interest income categories. Higher prepaid fees reflected an increased volume of accounts and related transaction fees. Other non-interest income categories increased as a result of both an increased volume of accounts and transactionsThe gain on the sale of loans, which is presented net of direct sales costs, was $5.2  million for the second quarter of 2014.  This gain was partially offset by approximately $3.8 million of departmental loan origination expenses reflected in non-interest expense.  Net interest income increased to $27.9 million from $23.6 million primarily as a result of higher loan and investment security balances.  The provision for loan and lease losses increased $6.0 million to $15.5 million in second quarter 2014, compared to $9.5 million in second quarter 2013 reflecting higher loan chargeoffs in the second quarter of 2014.  Diluted earnings per share was $0.01 in second quarter 2014 compared to $0.15 in the second quarter of 2013.  Return on average assets was 0.03% and return on average equity was 0.35% for the second quarter of 2014, compared to 0.56% and 6.45% for the second quarter of 2013.  

Net Interest Income:  Our net interest income for second quarter 2014 increased to $27.9 million, an increase of $4.3 million or 18.4% from $23.6 million in second quarter 2013. Our interest income for second quarter 2014 increased to $30.7 million, an increase of $4.5 million or 17.4% from $26.2 million for second quarter 2013.  The increase in interest income resulted primarily from higher balances of loans and investment securities.  Investment security balances have been increased to achieve higher returns compared to overnight investments and we have also exited less profitable deposit relationships.  Our average loans and leases increased to $2.20 billion for second quarter 2014 from $2.01 billion for second quarter 2013, while related interest income increased $1.0 million on a tax equivalent basis.  Our average investment securities increased to $1.52 billion for second quarter 2014  from $1.04  billion for  second quarter 2013, while related interest income increased $4.8 million on a tax equivalent basis.   

Our net interest margin (calculated by dividing net interest income by average interest earning assets) for second quarter 2014 increased to 2.69% from 2.46% in the second quarter of 2013, an increase of 23 basis points.  The increase in the net interest margin resulted primarily from deployment of overnight balances into higher yielding investments and loans and exiting less profitable deposit relationships.  In second quarter 2014, the average yield on our loans decreased to 4.00% from 4.17% for second quarter 2013, a decrease of 17 basis points. The decrease is the result of existing higher rate loans repricing to lower rates, and new loans pricing at lower rates as a result of the current low interest rate environment.  Yields on taxable investment securities in second quarter 2014 were higher at 2.02% compared to 1.82% for second quarter 2013, an increase of 20 basis points.  Yields on non-taxable investments were higher at 3.96% compared to 2.60%, respectively, an increase of 136 basis points.  The higher yields reflected new purchases with longer maturities which typically have higher yields than shorter maturities.  Average interest earning deposits decreased $190.3 million, or 22.6% to $651.0 million in second quarter 2014 from $841.3 million in second quarter 2013, as overnight investments were deployed into investment securities and loans and less profitable deposit relationships were exited.  The interest cost of total deposits and interest bearing liabilities amounted to 0.28% for second quarter 2014 compared to 0.29% in second quarter 2013.  The decrease is primarily the result of continuing decreases in our deposit rates due to the prolonged period of low market interest rates.   

 


 

Table of Contents

Average Daily Balances.  The following table presents the average daily balances of assets, liabilities and stockholders’ equity and the respective interest earned or paid on interest-earning assets and interest-bearing liabilities, as well as average annualized rates, for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

 

2014

 

2013

 

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

 

(dollars in thousands)

 

(dollars in thousands)

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans net of unearned fees and costs **

 

$                 2,177,072 

 

$             21,767 

 

4.00% 

 

$                 1,991,622 

 

$             20,774 

 

4.17% 

Leases - bank qualified*

 

18,293 

 

244 

 

5.34% 

 

13,800 

 

208 

 

6.03% 

Investment securities-taxable

 

1,062,951 

 

5,356 

 

2.02% 

 

836,299 

 

3,801 

 

1.82% 

Investment securities-nontaxable*

 

459,164 

 

4,548 

 

3.96% 

 

206,629 

 

1,342 

 

2.60% 

Interest earning deposits at Federal Reserve Bank

 

651,002 

 

411 

 

0.25% 

 

841,315 

 

505 

 

0.24% 

Federal funds sold/securities purchased under agreement to resell

 

24,133 

 

85 

 

1.41% 

 

33,761 

 

98 

 

1.16% 

Net interest earning assets

 

4,392,615 

 

32,411 

 

2.95% 

 

3,923,426 

 

26,728 

 

2.72% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan and lease losses

 

(49,193)

 

 

 

 

 

(36,596)

 

 

 

 

Other assets

 

132,332 

 

 

 

 

 

85,476 

 

 

 

 

 

 

$                 4,475,754 

 

 

 

 

 

$                 3,972,306 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Demand and interest checking

 

$                 3,698,142 

 

$               2,298 

 

0.25% 

 

$                 3,083,831 

 

$               1,901 

 

0.25% 

Savings and money market

 

332,973 

 

364 

 

0.44% 

 

482,722 

 

528 

 

0.44% 

Time

 

10,844 

 

33 

 

1.22% 

 

18,310 

 

47 

 

1.03% 

Total deposits

 

4,041,959 

 

2,695 

 

0.27% 

 

3,584,863 

 

2,476 

 

0.28% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase agreements

 

16,620 

 

11 

 

0.26% 

 

17,057 

 

12 

 

0.28% 

Subordinated debt

 

13,401 

 

113 

 

3.37% 

 

13,401 

 

118 

 

3.52% 

Total deposits and interest bearing liabilities

 

4,071,980 

 

2,819 

 

0.28% 

 

3,615,321 

 

2,606 

 

0.29% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

15,007 

 

 

 

 

 

9,379 

 

 

 

 

Total liabilities

 

4,086,987 

 

 

 

 

 

3,624,700 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

388,767 

 

 

 

 

 

347,606 

 

 

 

 

 

 

$                 4,475,754 

 

 

 

 

 

$                 3,972,306 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income on tax equivalent basis *

 

 

 

$             29,592 

 

 

 

 

 

$             24,122 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax equivalent adjustment

 

 

 

1,677 

 

 

 

 

 

543 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$             27,915 

 

 

 

 

 

$             23,579 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin *

 

 

 

 

 

2.69% 

 

 

 

 

 

2.46% 

 

 

 

 

 

 

 

 

 

* Fully taxable equivalent basis using a 35% statutory tax rate.

 

 

 

 

 

 

 

 

 

 

 

 

** Includes loans held for sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For second quarter 2014, average interest earning assets increased to $4.39 billion, an increase of $469.2 million or 12.0% from second quarter 2013.  The increase reflected increased average balances of loans and leases of $189.9 million or 9.5%, and increased average balances of investment securities of $479.2 million or 45.9%.  Average demand and interest checking deposits increased $614.3 million or 19.9%. The Bank experienced growth in prepaid, institutional banking, payment acceptance (card payment and ACH processing) and other deposit categories, due to the acquisition of new customers. 

 

 


 

Table of Contents

Provision for Loan and Lease Losses.  Our provision for loan and lease losses was $15.5 million for the second quarter of 2014 compared to $9.5 million for the second quarter of 2013.   The $6.0 million increase resulted primarily from certain loan relationships as follows. A $6.0 million land acquisition and development loan was charged down $3.5 million when we determined that the related development would not come to fruition, with alternative uses estimated to have lesser value.  A $7.8 million working capital loan for a construction company, with a $2.9 million previously established reserve, was charged down $6.4 million.  The loan was secured by receivables from two hospitals. The Bank continues active collection efforts; however, this matter is in the initial stages of litigation. Additionally, a $6.5 million mixed use real estate loan balance with $2.6 million previously reserved was charged down $2.9 million.  The Bank engaged a local real estate specialist who concluded that related zoning issues would not allow execution of the development plan in the foreseeable future.  In addition to reserves established on individual loans, charge offs increase the allowance for loan losses by increasing the allowance component determined by applying historical charge off ratios to outstanding loan balances. Primarily as a result of increased charge-offs, the allowance for loan losses increased to $46.9 million or 2.29% of total loans at June 30, 2014, from $40.3 million or 2.05% of total loans at June 30, 2013.  We believe that our allowance is adequate to cover inherent losses   For more information about our provision and allowance for loan and lease losses and our loss experience, see “Financial Condition-Allowance for loan and lease losses”, “-Summary of loan and lease loss experience,” “-Net charge-offs,” and “-Non-performing loans, loans 90 days delinquent and still accruing, and troubled debt restructurings,” below.    

 

Non-Interest Income. Non-interest income was $23.6 million in second quarter 2014 compared to $21.9 million in second quarter 2013 before gains on securities of $159,000 in the second quarter of 2014 and $476,000 in the second quarter of 2013.   The $1.7 million or 7.6% increase between those respective periods reflected increases in several categories, including a $1.4 million or 11.9% increase in prepaid fees to $12.9 million for second quarter 2014The increase resulted from an increased volume of transactions from current and new customers.  Gain on sale of loans decreased $536,000 or 9.3% to $5.2 million for second quarter 2014, which was gross of $3.8 million of  direct production expenses, from $5.7 million for second quarter 2013, gross of $1.5 million of such expense.  Gain on sale of loans and expense result from the sale of commercial real estate loans to institutions which package such loans in secondary commercial mortgage backed securities markets.  Service fees on deposit accounts increased $293,000 or 27.0% to $1.4  million for second quarter 2014 from $1.1 million for second quarter 2013 reflecting increased service charges on retirement accounts.  Affinity fees decreased $182,000 or 21.4% to $668,000 for second quarter 2014 from $850,000 for second quarter 2013.  This decrease resulted primarily from the termination of one affinity relationship in 2013 which generated $356,000 of fees in the second quarter  of 2013The decrease was partially offset by growth in fees from another client.  Other non-interest income decreased $176,000 or 22.4% to $608,000 for second quarter 2014 from $784,000 in second quarter 2013This decrease substantially reflected a decrease in fees earned on the wind down of a contract related to our European operations in the second quarter of 2013 

 

Non-Interest Expense. Total non-interest expense was $35.8 million for second quarter 2014, an increase of $8.2 million or 29.9% over $27.6 million for second quarter 2013The increase reflected $2.2 million of BSA and lookback consulting expenses.  Lookback expenses are being incurred to analyze historical transactions for potential BSA exceptions as required by the Order.  The Bank’s additional related obligations include approximately $7.04 million of lookback and other consulting costs which will be recognized as expense as related services are performed.  We believe these expenses will be recognized in the third and fourth quarters of 2014.  Additional annual non-interest expense for software, staff and office space resulting from the Order is estimated at $3.5 million, which includes expenditures the Bank was already planning to make. The Bank is attempting to reallocate staff and identify partial offsets to this expense. Salaries and employee benefits amounted to $16.3 million, an increase of $2.7 million or 19.9% over $13.6 million for second quarter 2013.  The increase in salaries and employee benefits reflected staff additions and related expense for commercial loan sales, and increased BSA compliance and prepaid operations staffing.  It also reflected average annual salary increases approximating 2% for our staff.   Depreciation and amortization increased $198,000 or 21.2% to $1.1 million in second quarter 2014 from $935,000 in second quarter 2013 which reflected increased depreciation costs related to leasehold improvements and equipment for staff additions and information technology upgrades.  Rent and occupancy increased $113,000 or 10.6% to $1.2 million in second quarter 2014 from $1.1 million in second quarter 2013 which reflected increased main office operations space.  Data processing increased $739,000 or 26.4% to $3.5 million in second quarter 2014 from $2.8 million in second quarter 2013The increase reflected increased account and transaction volume.  Printing and supplies increased $189,000 or 43.2% to $626,000 in second quarter 2014 from $437,000 in second  quarter 2013.  Audit expense increased $95,000 or 31.1% to $400,000 in second quarter 2014 from $305,000 in second quarter 2013The increase reflected additional audit expense for data securityLegal expense increased $124,000 or 15.7% to $915,000 in second quarter 2014 from $791,000 in second quarter 2013.  The increase in legal expense reflected higher regulatory and loan collection costs.  Losses on sale and write downs on other real estate owned decreased $907,000 to $92,000 in second quarter of 2014 from $815,000 in second quarter 2013 due primarily to lower write downs to reduce carrying costs to expected proceeds from sales.  FDIC insurance expense increased $258,000 or 30.1% to $1.1 million for second quarter 2014 from $858,000 in second quarter 2013, reflecting a higher assessment rate and deposit growth.  Software expense increased $151,000 or 15.4% to $1.1 million in second quarter 2014 from $982,000 in second quarter 2013 reflecting additional prepaid and other information technology related expense.  Other real estate owned expense increased $200,000 to $325,000 in second quarter 2014 from $125,000 in second quarter 2013, reflecting higher balances in other real estate owned, or OREO.  Other non-interest expense increased $2.2 million or 46.6% to $6.8 million in second quarter 2014 from $4.6 million in second quarter 2013.  The $2.2 million increase reflected an increase of $703,000 related to commercial loan sales, $500,000 for a legal settlement, $187,000 in insurance, $174,000 in operating taxes, $131,000 in telephone and $101,000 in consulting.   

 

 


 

Table of Contents

Income Taxes.  Income tax benefit was $43,000 for second quarter 2014 compared to income tax expense of $3.3 million in second quarter 2013, a decrease of $3.3 million.  The decrease resulted primarily from a decrease in taxable income.  Our effective tax rate for second quarter 2014 was (14.6%) compared to 36.8% in second quarter 2013.  The lower effective tax rate reflected an estimated annualized tax rate for 2014; however, the Bank’s historical tax rate is more consistent with the 35% statutory federal rate.

 

First six months 2014 to first six months 2013

Net Income:  Net income for the first six months of 2014 was $636,000, compared to net income of $13.0 million for the first six months of 2013. The $12.4 million decrease reflected an $8.2 million increase in net interest income and a $6.7 million increase in non-interest income (excluding security gains) which were more than offset by a $16.7 million increase in non-interest expense and a $17.8 million increase in the provision for loan and lease losses.  Non-interest income (excluding security gains) increased to $47.5 million in the first six months of 2014 from $40.8 million in the first six months of 2013, reflecting increases in prepaid card fees and loan sales income. Higher prepaid fees reflected an increased volume of accounts and related transaction fees. Other non-interest income categories increased as a result of both an increased volume of transactions and increased service charges on certain retirement and health savings accounts.  Net interest income increased to $54.5 million from $46.3 million primarily as a result of higher loan and investment security balances.  The provision for loan and lease losses increased $17.8 million to $32.8 million in the first six months of 2014, compared to $15.0 million in the first six months of 2013 reflecting higher loan charge-offs in 2014.  Diluted earnings per share was $0.02  in  the first six months of 2014 compared to $0.34 in the first six months of 2013Return on average assets  was 0.03% and return on average equity was 0.33% for the first six months of 2014, compared to 0.64% and 7.62% for the first six months of 2013. 

 

Net Interest Income:  Our net interest income for the first six months of 2014 increased to $54.5 million, an increase of $8.2 million, or 17.8%, from $46.3 million in the first six months of 2013. Our interest income for first the six months of 2014 increased to $60.2 million, an increase of $8.6 million or 16.7% from $51.6 million for the first six months of 2013.  The increase in interest income resulted primarily from higher balances of loans and investment securities.  Investment security balances have been increased to achieve higher returns compared to overnight investments and less profitable deposit relationships have been terminated.  Our average loans and leases increased to $2.18 billion for the first six months of 2014 from $1.97 billion for the first six months of 2013, while related interest income increased $2.1 million on a tax equivalent basis.  Our average investment securities increased to $1.47 billion for the first six months of 2014 from $926.5 million for the first six months of 2013, while related interest income increased $8.5 million on a tax equivalent basis.   

Our net interest margin (calculated by dividing net interest income by average interest earning assets) for the first six months of 2014 increased to 2.48% from 2.35% in the first six months of 2013, an increase of 13 basis points.  The increase in the net interest margin resulted primarily from deployment of overnight balances into higher yielding investments and loans and the termination of less profitable deposit relationships.  In the first six months of 2014, the average yield on our loans decreased to 3.98% from 4.18% for the first six months of 2013, a decrease of 20 basis points. The decrease is the result of existing higher rate loans repricing to lower rates, and new loans pricing at lower rates as a result of the current low market interest rate environment.  Yields on taxable investment securities were higher at 2.02% compared to 1.92%, an increase of 10 basis points.  Additionally, yields on non-taxable investments were higher at 3.65% compared to 2.95%, respectively, an increase of 70 basis points.  The higher yields reflected new purchases with longer maturities which typically have higher yields than shorter maturities.  Average interest earning deposits decreased $139.2 million, or 12.8% to $952.0 million in the first six months of 2014 from $1.09 billion in the first six months of 2013 as overnight investments were deployed into investment securities and loans and less profitable deposit relationships were terminated.  The interest cost of total deposits and interest bearing liabilities amounted to 0.27% for the first six months of 2014 compared to 0.29% in the first six months of 2013.  The decrease is primarily the result of continuing decreases in our deposit rates due to the prolonged period of low market interest rates.   

Average Daily Balances.  The following table presents the average daily balances of assets, liabilities and stockholders’ equity and the respective interest earned or paid on interest-earning assets and interest-bearing liabilities, as well as average annualized rates, for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

2014

 

2013

 

 

Average

 

 

 

Average

 

Average

 

 

 

Average

 

 

Balance

 

Interest

 

Rate

 

Balance

 

Interest

 

Rate

 

 

(dollars in thousands)

 

(dollars in thousands)

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

Loans net of unearned fees and costs **

 

$                 2,159,727 

 

$             42,987 

 

3.98% 

 

$                 1,960,399 

 

$             40,964 

 

4.18% 

Leases - bank qualified*

 

18,290 

 

490 

 

5.36% 

 

14,096 

 

407 

 

5.77% 

Investment securities-taxable

 

1,041,218 

 

10,493 

 

2.02% 

 

759,899 

 

7,288 

 

1.92% 

Investment securities-nontaxable*

 

425,512 

 

7,756 

 

3.65% 

 

166,648 

 

2,460 

 

2.95% 

 


 

Interest earning deposits at Federal Reserve Bank

 

951,983 

 

1,175 

 

0.25% 

 

1,091,219 

 

1,343 

 

0.25% 

Federal funds sold/securities purchased under agreement to resell

 

27,321 

 

191 

 

1.40% 

 

27,107 

 

122 

 

0.90% 

Net interest earning assets

 

4,624,051 

 

63,092 

 

2.73% 

 

4,019,368 

 

52,584 

 

2.62% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan and lease losses

 

(43,900)

 

 

 

 

 

(35,722)

 

 

 

 

Other assets

 

137,776 

 

 

 

 

 

85,102 

 

 

 

 

 

 

$                 4,717,927 

 

 

 

 

 

$                 4,068,748 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

 

Demand and interest checking

 

$                 3,857,839 

 

$               4,535 

 

0.24% 

 

$                 3,170,543 

 

$               3,767 

 

0.24% 

Savings and money market

 

415,122 

 

868 

 

0.42% 

 

494,383 

 

1,106 

 

0.45% 

Time

 

12,086 

 

69 

 

1.14% 

 

19,607 

 

101 

 

1.03% 

Total deposits

 

4,285,047 

 

5,472 

 

0.26% 

 

3,684,533 

 

4,974 

 

0.27% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short term borrowings

 

11 

 

 -

 

0.00% 

 

 -

 

 -

 

0.00% 

Repurchase agreements

 

16,686 

 

23 

 

0.28% 

 

16,413 

 

26 

 

0.32% 

Subordinated debt

 

13,401 

 

228 

 

3.40% 

 

13,401 

 

318 

 

4.75% 

Total deposits and interest bearing liabilities

 

4,315,145 

 

5,723 

 

0.27% 

 

3,714,347 

 

5,318 

 

0.29% 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

18,593 

 

 

 

 

 

10,455 

 

 

 

 

Total liabilities

 

4,333,738 

 

 

 

 

 

3,724,802 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

384,189 

 

 

 

 

 

343,946 

 

 

 

 

 

 

$                 4,717,927 

 

 

 

 

 

$                 4,068,748 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income on tax equivalent basis *

 

 

 

$             57,369 

 

 

 

 

 

$             47,266 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax equivalent adjustment

 

 

 

2,886 

 

 

 

 

 

1,003 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

$             54,483 

 

 

 

 

 

$             46,263 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin *

 

 

 

 

 

2.48% 

 

 

 

 

 

2.35% 

 

 

 

 

 

 

 

 

 

* Fully taxable equivalent basis using a 35% statutory tax rate.

 

 

 

 

 

 

 

 

 

 

 

 

** Includes loans held for sale.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the first six months of 2014, average interest earning assets increased to $4.62 billion, an increase of $604.7 million or 15.0% from first six months 2013.  The increase reflected increased average balances of loans and leases of $203.5 million or 10.3%, and increased average balances of investment securities of $540.2 million or 58.3%.  As noted previously these increases were partially offset by decreases in interest earning deposits.  Average demand and interest checking deposits increased $687.3 or 21.7%.  The Bank experienced growth in prepaid, institutional banking,  payment acceptance (card payment and ACH processing) and other deposit categories, due to the acquisition of new customers. 

 

Provision for Loan and Lease Losses. Our provision for loan and lease losses was $32.8 million for the first six months of 2014 compared to $15.0 million for the first six months of 2013.  The $17.8 million increase in the provision primarily reflected the impact of higher charge-offs in the second quarter of 2014 compared to the second quarter of 2013 and the impact of those charge-offs on the allowance for loan and lease loss adequacy methodology. The increase in the provision is based on our evaluation of the adequacy of our allowance for loan and leases losses, particularly in light of current economic conditions.  At June 30, 2014, our allowance for loan and lease losses amounted to $46.9 million or 2.29% of total loans as compared to $38.2 million or 1.95% of total loans at December 31, 2013

 

Non-Interest Income. Non-interest income was  $47.5 million in the first six months of 2014 compared to $40.8 million in the first six months of 2013 before gains on securities of $400,000 and $743,000 respectively.  The $6.7 million or 16.5% increase between those respective periods reflected a $2.9 million or 12.2% increase in prepaid fees to $26.4 million for first six months 2014.  The increase resulted from an increased volume of transactions from current and new customers.   Gain on sale of loans increased $2.8 million or 34.9% to $10.7 million for the first six months of 2014, which was gross of $6.9 million of  direct production expenses, from $7.9 million for the first six months of 2013, gross of $2.5 million of such expense.  Gain on sale of loans and expense result from the sale of commercial real estate loans to institutions which package such loans in secondary commercial mortgage backed securities markets.    

 


 

Table of Contents

Service fees on deposit accounts increased $443,000 or 20.7% to $2.6 million for the first six months of 2014 from $2.1 million for the first six months of 2013 reflecting increased service charges on retirement accounts.  Affinity fees decreased $504,000 or 29.5% to $1.2 million for the first six months of 2014 from  $1.7 million for the first six months of 2013This decrease resulted primarily from the termination of one affinity relationship in 2013 which generated $848,000 of fees in the first six months of 2013.    The decrease was partially offset by growth in fees from another client.  Other non-interest income decreased $235,000 or 12.0% to $1.7 million for the first six months of 2014 from $2.0 million in the first six months of 2013.    This decrease reflected the impact of the wind down of a contract realted to our European operation and a one-time fee of $300,000 related to a healthcare program contract in the first six months of 2013.

 

Non-Interest Expense. Total non-interest expense was $68.8 million for the first six months of 2014, an increase of $16.7 million or 32.1% over $52.1 million for the first six months of 2013The increase reflected $2.2 million of BSA and lookback consulting expenses.  Lookback expenses are being incurred to analyze historical transactions for potential BSA exceptions as required by the Order.  The Bank’s additional related obligations include approximately $7.04 million of lookback and other consulting costs which will be recognized as expense as related services are performed.  We believe these expenses will be recognized in the third and fourth quarters of 2014.  Additional annual non-interest expense for software, staff and office space resulting from the Order is estimated at $3.5 million, which includes expenditures the Bank was already planning to make. The Bank is attempting to reallocate staff and identify partial offsets to this expense.    Salaries and employee benefits amounted to  $31.7 million, an increase of $5.8 million or 22.3% over $25.9 million for the first six months of 2013.  The increase in salaries and employee benefits reflected staff additions and related expense for commercial loan sales, and BSA compliance and prepaid operations staffing.    It also reflected average annual salary increases approximating 2% for our staff.  Depreciation and amortization increased $452,000 or 26.1% to $2.2 million in the first six months of 2014 from $1.7 million in the first six months of 2013 which reflected increased depreciation costs related to leasehold improvements and equipment for staff additions and information technology upgrades.  Rent and occupancy increased $314,000 or 16.1% to $2.3 million in the first six months of 2014 from $1.9 million in the first six months of 2013 which reflected increased main office operations space.  Data processing expense increased $1.5 million or 27.2% to $6.9 million in the first six months of 2014 from $5.4 million in the first six months of 2013.  The increase reflected increased account and transaction volume.  Printing and supplies increased $328,000 or 37.7% to $1.2 million in the first six months of 2014 from $869,000 in the first six months of 2013.  Audit expense increased $160,000 or 26.0% to $776,000 in the first six months of 2014 from $616,000 in the first six months of 2013.  The increase reflected additional audit expense for external auditors and data security.  Legal expense increased $837,000 or 59.4% to $2.2 million for the first six months of 2014 from $1.4 million in the first six months of 2013.  The increase in legal expense reflected higher regulatory and loan collection costs. Losses on sale and write downs on other real estate owned decreased $1.1 million to $30,000 in the first six months of 2014 from $1.1 million in the first six months of 2013 due to a decrease in losses on sale of other real estate and a decrease in write downs to reduce carrying costs to expected proceeds from sales.  FDIC insurance expense increased $971,000 or 52.9% to $2.8 million for the first six months of 2014 from $1.8 million in the first six months of 2013, reflecting a higher assessment rate and deposit growth.  Software expense increased $517,000 or 28.9% to $2.3 million in the first six months of 2014 from $1.8 million in the first six months of 2013 reflecting additional prepaid card and other information technology related expense.  Other real estate owned expense increased $416,000 to $651,000 in the first six months of 2014 from $235,000 in the first six months of  2013, reflecting higher OREO balances.  Other non-interest expense increased $4.3 million or 49.0% to $13.1 million in the first six months of 2014 from $8.8 million in the first six months of 2013.  The $4.3 million increase reflected an increase of $1.1 million related to commercial loan sales, $500,000 for a legal settlement, $395,000 in operating taxes, $392,000 in insurance, $370,000 in consulting, $323,000 in telephone, $210,000 in travel and $111,000 in marketing

 

Income Taxes.  Income tax expense was $125,000 for the first six months of 2014 compared to income tax expense of $7.7 million in the first six months of 2013, a decrease of $7.6 million.  The decrease resulted primarily from a decrease in taxable income.  Our effective tax rate for the first six months of 2014 was 16.4% compared to 37.2%  for the first six months of 2013.  The lower effective tax rate reflects estimated annualized tax rate for 2014; however the Bank’s historical tax rate is more consistent with the 35% statutory federal rate.

 

 

Liquidity and Capital Resources

 

Liquidity defines our ability to generate funds to support asset growth, meet deposit withdrawals, satisfy borrowing needs and otherwise operate on an ongoing basis. We invest the funds we do not need for daily operations primarily in overnight federal funds or in our interest-bearing account at the Federal Reserve.

 

The primary source of funds for our financing activities during the first six months of 2014 was cash inflows from net increases in deposits, which were $391.2 million. Loan repayments, also a source of funds, were exceeded by new loan disbursements during that period and securities maturities and repayments were exceeded by new purchases.  While we do not have a traditional branch system, we believe that our core deposits, which include our demand, interest checking, savings and money market accounts, have similar characteristics to those of a bank with a branch system. We seek to set rates on our deposits at levels competitive with the rates offered in our market; however we do not seek to compete principally on rate. The focus of our business model is to identify affinity groups that control significant amounts of deposits as part of their business. A key component to the model is that the deposits are both stable and “sticky,” in the sense that they do not react to fluctuations in the market. However, certain components of the deposits do

 


 

Table of Contents

experience seasonality, creating excess liquidity at certain times.  We have been reducing excess liquidity as a result of low overnight rates.  Accordingly, excess liquidity maintained as interest earning deposits at the Federal Reserve Bank has decreased.  These reductions resulted from deployment of overnight funds into investments and loans and exiting less profitable relationships.

 

Historically, we have also used sources outside of our deposit products to fund our loan growth, including Federal Home Loan Bank advances, repurchase agreements, and institutional (brokered) certificates of deposit as a significant funding source. We have shifted to primarily using our deposits as our funding source as a result of deposit growth. We still maintain our secured borrowing lines with the Federal Home Loan Bank of Pittsburgh and other unsecured lines from our correspondent banks, which include Atlantic Central Bankers Bank, Wells Fargo Bank and PNC Bank. We have a $430.0 million line of credit with the Federal Home Loan Bank and $49.0 million in additional lines of credit with correspondent banks. As of  June 30, 2014, we had no amounts outstanding on our borrowing lines.  We expect to continue to use our facility with the Federal Home Loan Bank and our correspondent banks. 

 

Included in our cash and cash-equivalents at June 30, 2014 were $441.4 million of interest earning deposits which primarily consisted of deposits with the Federal Reserve Bank. Traditionally, we sell our excess funds overnight to other financial institutions, with which we have correspondent relationships, to obtain better returns. As the federal funds rates decreased to the same 25 basis point level offered by the Federal Reserve Bank, we have adjusted our strategy to retain our excess funds at the Federal Reserve Bank, which also offers the full guarantee of the federal government. In addition, we diverted a portion of our excess funds to short term securities to generate better returns.

 

Funding was directed primarily at cash outflows required for purchases of investment securities (net of repayments), which were $187.5 million for the year to date period ended June 30, 2014 and $339.6 million for the prior year to date period ended June 30, 2013 and funding for net loan growth, which was $119.5 million and $97.8 million, respectivelyAdditional outflows resulted from exiting less profitable deposit relationships in the six months ended June 30, 2014.  We had outstanding commitments to fund loans, including unused lines of credit of $613.3 million and $590.1 million as of June 30, 2014 and December 31, 2013, respectively.

 

We must comply with capital adequacy guidelines issued by the FDIC. A bank must, in general, have a Tier 1 leverage ratio of 5.00%, a ratio of Tier I capital to risk-weighted assets of 6.0% and a ratio of total capital to risk-weighted assets of 10.0% in order to be considered “well capitalized.” The Tier I leverage ratio is the ratio of Tier 1 capital to average assets for the period. “Tier I capital” includes common shareholders’ equity, certain qualifying perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less intangibles. At June 30, 2014 we were “well capitalized” under banking regulations

 

The following table sets forth our regulatory capital amounts and ratios for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier 1 capital

 

Tier 1 capital

 

Total capital

 

 

to average

 

to risk-weighted

 

to risk-weighted

 

 

assets ratio

 

assets ratio

 

assets ratio

 

 

 

 

 

 

 

As of June 30, 2014

 

 

 

 

 

 

Bancorp

 

8.23% 

 

13.42% 

 

14.68% 

The Bancorp Bank

 

6.89% 

 

11.17% 

 

12.42% 

"Well capitalized" institution (under FDIC regulations)

 

5.00% 

 

6.00% 

 

10.00% 

 

 

 

 

 

 

 

As of December 31, 2013

 

 

 

 

 

 

Bancorp

 

8.58% 

 

14.57% 

 

15.83% 

The Bancorp Bank

 

6.72% 

 

11.40% 

 

12.66% 

"Well capitalized" institution (under FDIC regulations)

 

5.00% 

 

6.00% 

 

10.00% 

 

 

 

Asset and Liability Management

 

The management of rate sensitive assets and liabilities is essential to controlling interest rate risk and optimizing interest margins. An interest rate sensitive asset or liability is one that, within a defined time period, either matures or experiences an interest rate change in line with general market rates. Interest rate sensitivity measures the relative volatility of an institution’s interest margin resulting from changes in market interest rates.

 

We monitor, manage and control interest rate risk through a variety of techniques, including use of traditional interest rate sensitivity analysis (also known as “gap analysis”) and an interest rate risk management model. With the interest rate risk management model, we project future net interest income and then estimate the effect of various changes in interest rates and balance sheet growth rates on

 


 

Table of Contents

that projected net interest income. We also use the interest rate risk management model to calculate the change in net portfolio value over a range of interest rate change scenarios. Traditional gap analysis involves arranging our interest earning assets and interest bearing liabilities by repricing periods and then computing the difference (or “interest rate sensitivity gap”) between the assets and liabilities that we estimate will reprice during each time period and cumulatively through the end of each time period.

 

Both interest rate sensitivity modeling and gap analysis are done at a specific point in time and involve a variety of significant estimates and assumptions. Interest rate sensitivity modeling requires, among other things, estimates of how much and when yields and costs on individual categories of interest earning assets and interest bearing liabilities will respond to general changes in market rates, future cash flows and discount rates. Gap analysis requires estimates as to when individual categories of interest-sensitive assets and liabilities will reprice, and assumes that assets and liabilities assigned to the same repricing period will reprice at the same time and in the same amount. Gap analysis does not account for the fact that repricing of assets and liabilities is discretionary and subject to competitive and other pressures. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds interest rate sensitive assets. During a period of falling interest rates, a positive gap would tend to adversely affect net interest income, while a negative gap would tend to result in an increase in net interest income. During a period of rising interest rates, a positive gap would tend to result in an increase in net interest income while a negative gap would tend to affect net interest income adversely.

 

The following table sets forth the estimated maturity or repricing structure of our interest earning assets and interest bearing liabilities at June 30, 2014. We estimate the repricing characteristics of deposits based on historical performance, past experience at other institutions, wholly judgmental predictions and other deposit behavior assumptions. However, we may choose not to reprice liabilities proportionally to changes in market interest rates for competitive or other reasons.  The table does not assume any prepayment of fixed-rate loans and mortgage-backed securities, which are scheduled based on their anticipated cash flow, including prepayments based on historical data and current market trends. The table does not necessarily indicate the impact of general interest rate movements on our net interest income because the repricing of certain categories of assets and liabilities is beyond our control as, for example, prepayments of loans and withdrawal of deposits. As a result, certain assets and liabilities indicated as repricing within a stated period may in fact reprice at different times and at different rate levels.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-90

 

91-364

 

1-3

 

3-5

 

Over 5

 

 

Days

 

Days

 

Years

 

Years

 

Years

 

 

(dollars in thousands)

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

Loans net of deferred loan costs

 

$                   804,226 

 

$                  277,967 

 

$                  298,310 

 

$              216,091 

 

$              452,967 

Investment securities

 

469,248 

 

91,354 

 

368,778 

 

187,750 

 

439,626 

Interest earning deposits

 

441,422 

 

 -

 

 -

 

 -

 

 -

Securities purchased under agreements to resell

 

15,906 

 

 -

 

 -

 

 -

 

 -

Total interest earning assets

 

1,730,802 

 

369,321 

 

667,088 

 

403,841 

 

892,593 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

Demand and interest checking

 

2,132,825 

 

186,014 

 

186,014 

 

 -

 

 -

Savings and money market

 

76,981 

 

153,965 

 

76,981 

 

 -

 

 -

Time deposits

 

7,343 

 

128 

 

2,949 

 

16 

 

 -

Securities sold under agreements to repurchase

 

17,481 

 

 -

 

 -

 

 -

 

 -

Subordinated debenture

 

13,401 

 

 -

 

 -

 

 -

 

 -

Total interest bearing liabilities

 

2,248,031 

 

340,107 

 

265,944 

 

16 

 

 -

Gap

 

$                 (517,229)

 

$                    29,214 

 

$                  401,144 

 

$              403,825 

 

$              892,593 

Cumulative gap

 

$                 (517,229)

 

$                (488,015)

 

$                  (86,871)

 

$              316,954 

 

$           1,209,547 

Gap to assets ratio

 

-12%

 

*

 

9%

 

9%

 

21%

Cumulative gap to assets ratio

 

-12%

 

-11%

 

-2%

 

7%

 

28%

 

* While demand deposits are non-interest bearing, related fees paid to affinity groups may reprice according to specified indices.

 

The methods used to analyze interest rate sensitivity in this table have a number of limitations.  Certain assets and liabilities may react differently to changes in interest rates even though they reprice or mature in the same or similar time periods. The interest rates on certain assets and liabilities may change at different times than changes in market interest rates, with some changing in advance of changes in market rates and some lagging behind changes in market rates. Additionally, the actual prepayments and withdrawals we experience when interest rates change may deviate significantly from those assumed in calculating the data shown in the table.   Accordingly actual results can and often do differ from projections.

 


 

Table of Contents

Financial Condition

 

General.    Our total assets at June 30, 2014 were $4.32 billion, of which our total loans were $2.05 billion. At December 31, 2013 our total assets were $4.71 billion, of which our total loans were $1.96 billion. 

 

Interest earning deposits and federal funds sold.  At June 30, 2014, we had a total of $441.4 million of interest earning deposits compared to $1.20 billion at December 31, 2013 a decrease of $755.1 million or 63.1%.  These deposits were comprised primarily of balances at the Federal Reserve Bank, which pays interest on such balances.  Reductions in such balances reflected deployment of such funds into higher yielding loans and securities and the exit of less profitable deposit relationships.

Investment portfolio.  For detailed information on the composition and maturity distribution of our investment portfolio, see Note 5 to the Financial Statements. Total investment securities increased to $1.56 billion at June 30, 2014, an increase of $206.4 million or 15.3% from year-end 2013. The increase in investment securities was primarily a result of increased purchases of municipal and corporate bonds.  The purchases carry higher yields than overnight investments which, because of the historically low rate environment, earn approximately 25 basis points.

 

Other securities, included in the held-to-maturity classification at June 30, 2014, consisted of three securities secured by diversified portfolios of corporate securities, one bank senior note, three single issuer trust preferred securities and one pooled trust preferred securitiy.  

 

A total of $21.0 million of other debt securities - single issuers are comprised of the following.  The amortized cost of the three single issuer trust preferred securities was $14.0 million, of which one security for $1.9 million was issued by a bank and two securities totaling $12.1 million were issued by two different insurance companies. The book value of the bank senior note was $7.0 million. 

 

A total of $76.2 million of other debt securities – pooled are comprised of the following.  The one pooled trust preferred security totaled $332,000 and was collateralized by bank trust preferred securities.  The book value for the securities consisting of diversified portfolios of corporate securities is $75.8 million.

 

The following table provides additional information related to our single issuer trust preferred securities as of June 30, 2014 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Single issuer

 

Book value

 

Fair value

 

Unrealized gain/(loss)

 

Credit rating

Security A

 

$                    1,897 

 

$                     2,000 

 

$                          103 

 

Not rated

Security B

 

3,181 

 

2,884 

 

(297)

 

Not rated

Security C

 

8,937 

 

5,056 

 

(3,881)

 

Not rated

 

 

 

 

 

 

 

 

 

Class: All of the above are trust preferred securities.

 

 

 

 

 

 

 

 

 

The following table provides additional information related to our pooled trust preferred securities as of June 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pooled issue

 

Class

 

Book value

 

Fair value

 

Unrealized gain/(loss)

 

Credit rating

 

Subordination

 

 

 

 

 

 

 

 

 

 

 

 

 

Pool A (7 performing issuers)

 

Mezzanine *

 

$                        332 

 

$                          407 

 

$                            75 

 

CAA1

 

**

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The actual deferrals and defaults as a percentage of the original collateral were 20.27%.  Assumed losses resulting from expected deferrals and defaults as a percentage of remaining collateral is .75% annually with 15% recovery with a two year lag.

** There is no excess subordination in these securities.

Under the accounting guidance related to the recognition of other-than-temporary impairment charges on debt securities an impairment on a debt security is deemed to be other-than-temporary if it meets the following conditions: (i) we intend to sell or it is more likely than not we will be required to sell the security before a recovery in value, or (ii) we do not expect to recover the entire amortized cost basis of the security. If we intend to sell or it is more likely than not we will be required to sell the security before a recovery in value, a charge is recorded in net realized capital losses equal to the difference between the fair value and amortized cost basis of the security. For those other-than-temporarily impaired debt securities which do not meet the first condition and for which we do not expect to recover the entire amortized cost basis, the difference between the security’s amortized cost basis and the fair value is

 


 

Table of Contents

separated into the portion representing a credit impairment, which is recorded in net realized capital losses, and the remaining impairment, which is recorded in other comprehensive income. Generally, a security’s credit impairment is the difference between its amortized cost basis and the best estimate of its expected future cash flows discounted at the security’s effective yield prior to impairment. The previous amortized cost basis less the impairment recognized in net realized capital losses becomes the security’s new cost basis. As prescribed by accounting standards, for year to date June 30, 2014 and June 30, 2013 respectively, we recognized other-than-temporary impairment charges of $0 and $20,000 related to trust preferred securities classified in our held-to-maturity portfolio. 

Investments in Federal Home Loan and Atlantic Central Bankers Bank stock are recorded at cost and amounted to $3.4  million at June 30, 2014 compared to $3.2 million at December 31, 2013.  

Investment securities with a carrying value of $26.2 million at June 30, 2014 and $29.1 million at December 31, 2013, were pledged as collateral for Federal Home Loan Bank advances and to secure securities sold under repurchase agreements as required or permitted by law.

Loans held for sale.  Loans held for sale are comprised of commercial mortgage loans, Small Business Administration, or SBA loans and residential mortgage loans originated for sale in the secondary market.  The fair value of commercial mortgage loans and the SBA loans originated for sale is based on purchase commitments or quoted prices for the same or similar loans.  The residential mortgage loans held for sale are carried at the lower of cost of market.  Commercial loans held for sale increased to $154.5 million at June 30, 2014 from $69.9 million at December 31, 2013.

Loan portfolio. Total loans increased to $2.05 billion at June 30, 2014 from $1.96 billion at December 31, 2013.

 

The following table summarizes our loan portfolio, not including loans held for sale, by loan category for the periods indicated (in thousands):

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

2014

 

2013

 

 

 

 

Commercial

$                     476,799 

 

$                     450,113 

Commercial mortgage

593,622 

 

625,810 

Construction

264,667 

 

258,889 

Total commercial loans

1,335,088 

 

1,334,812 

Direct lease financing

185,878 

 

175,610 

Residential mortgage

96,009 

 

94,850 

Consumer and other loans

422,835 

 

346,334 

 

2,039,810 

 

1,951,606 

Unamortized loan fees and costs

9,751 

 

6,839 

Total loans, net of deferred loan costs

$                  2,049,561 

 

$                  1,958,445 

 

 

 

 

Supplemental loan data:

 

 

 

Construction 1-4 family

$                       40,226 

 

$                       48,394 

Commercial construction, acquisition and development

224,441 

 

210,495 

 

$                     264,667 

 

$                     258,889 

 

 

 

 

 

Allowance for loan and lease  losses.  We review the adequacy of our allowance for loan and lease losses on at least a quarterly basis to determine that the provision for loan losses is made in an amount necessary to maintain our allowance at a level that is appropriate, based on management’s estimate of inherent losses. Our estimates of loan and lease losses are intended to, and, in management’s opinion, do, meet the criteria for accrual of loss contingencies in accordance with ASC 450, Contingencies, and ASC 310, Receivables. The process of evaluating this adequacy has two basic elements: first, the identification of problem loans or leases based on current financial information and the fair value of the underlying collateral; and second, a methodology for estimating general loss reserves. For loans or leases classified as “special mention,” “substandard” or “doubtful,” we reserve all losses inherent in the portfolio at the time we classify the loan or lease. This “specific” portion of the allowance is the total of potential, although unconfirmed, losses for individually classified loans. In this process, we establish specific reserves based on an analysis of the most probable sources of repayment and liquidation of collateral. While each impaired loan is individually evaluated, not every loan requires a reserve when the collateral value and estimated cash flows exceed the current balance.

 


 

Table of Contents

The second phase of our analysis represents an allocation of the allowance. This methodology analyzes pools of loans that have similar characteristics and applies historical loss experience and other factors for each pool including management’s experience with similar loan and lease portfolios at other institutions, the historic loss experience of our peers and a review of statistical information from various industry reports to determine the allocable portion of the allowance. This estimate is intended to represent the potential unconfirmed and inherent losses within the portfolio. Individual loan pools are created for major loan categories: commercial loans, commercial mortgages, construction loans, direct lease financing and various types of loans to individuals. We augment historical experience for each loan pool by accounting for such items as current economic conditions, current loan portfolio performance, loan policy or management changes, loan concentrations, increases in our lending limit, average loan size and other factors as appropriate. Our Chief Risk Officer, who reports directly to our audit committee, oversees the loan review department processes and measures the adequacy of the allowance independently of management. The loan review department’s oversight parameters include borrower relationships over $3.0 million and loans that are 90 days or more past due or which have been previously adversely classified.  Approximately 69% and 70% of the portfolio was reviewed June 30, 2014 and December 31, 2013, respectively.

The following table presents delinquencies by type of loan as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

Greater than

 

 

 

Total

 

 

 

Total

June 30, 2014

 

past due

 

past due

 

90 days

 

Non-accrual

 

past due

 

Current

 

loans

Commercial

 

$                      785 

 

$                       - 

 

$                           - 

 

$                12,269 

 

$               13,054 

 

$                463,745 

 

$              476,799 

Commercial mortgage

 

665 

 

 -

 

 -

 

10,790 

 

11,455 

 

582,167 

 

593,622 

Construction

 

 -

 

 -

 

913 

 

12,300 

 

13,213 

 

251,454 

 

264,667 

Direct lease financing

 

3,598 

 

2,328 

 

118 

 

 -

 

6,044 

 

179,834 

 

185,878 

Consumer - other

 

750 

 

 -

 

 -

 

1,257 

 

2,007 

 

376,551 

 

378,558 

Consumer - home equity

 

 

 -

 

 -

 

923 

 

932 

 

43,345 

 

44,277 

Residential mortgage

 

 -

 

 -

 

 -

 

1,175 

 

1,175 

 

94,834 

 

96,009 

Unamortized loan fees and costs

 

 -

 

 -

 

 -

 

 -

 

 -

 

9,751 

 

9,751 

 

 

$                   5,807 

 

$               2,328 

 

$                    1,031 

 

$                38,714 

 

$               47,880 

 

$             2,001,681 

 

$           2,049,561 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

Greater than

 

 

 

Total

 

 

 

Total

December 31, 2013

 

past due

 

past due

 

90 days

 

Non-accrual

 

past due

 

Current

 

loans

Commercial

 

$                          - 

 

$                       - 

 

$                           - 

 

$                29,651 

 

$               29,651 

 

$                420,462 

 

$              450,113 

Commercial mortgage

 

998 

 

5,999 

 

 -

 

5,861 

 

12,858 

 

612,952 

 

625,810 

Construction

 

 -

 

 -

 

 -

 

1,667 

 

1,667 

 

257,222 

 

258,889 

Direct lease financing

 

3,427 

 

1,293 

 

110 

 

 -

 

4,830 

 

170,780 

 

175,610 

Consumer - other

 

425 

 

 -

 

 -

 

1,356 

 

1,781 

 

300,909 

 

302,690 

Consumer - home equity

 

18 

 

 -

 

 -

 

 -

 

18 

 

43,626 

 

43,644 

Residential mortgage

 

 -

 

 -

 

 -

 

2,016 

 

2,016 

 

92,834 

 

94,850 

Unamortized loan fees and costs

 

 -

 

 -

 

 -

 

 -

 

 -

 

6,839 

 

6,839 

 

 

$                  4,868 

 

$               7,292 

 

$                       110 

 

$                40,551 

 

$               52,821 

 

$             1,905,624 

 

$           1,958,445 

 

Although we consider our allowance for loan and lease losses to be adequate based on information currently available, future additions to the allowance may be necessary due to changes in economic conditions, our ongoing loss experience and that of our peers, changes in management’s assumptions as to future delinquencies, recoveries and losses, deterioration of specific credits and management’s intent with regard to the disposition of loans and leases.

The following table summarizes select asset quality ratios for each of the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

As of or

 

 

for the six months ended

 

 

June 30,

 

 

2014

 

2013

 

 

 

 

 

 


 

Ratio of the allowance for loan losses to total loans

 

2.29% 

 

2.05% 

Ratio of the allowance for loan losses to nonperforming loans (1)

 

118.12% 

 

94.77% 

Ratio of nonperforming assets to total assets (1)

 

1.54% 

 

1.26% 

Ratio of net charge-offs to average loans

 

1.10% 

 

0.39% 

Ratio of net charge-offs to average loans annualized

 

2.21% 

 

0.79% 

 

 

 

 

 

(1) Includes loans 90 days past due still accruing interest

 

 

 

 

The ratio of the allowance for loan and lease losses to total loans increased to 2.29% at June 30, 2014 from 2.05% at June 30, 2013.  The increase reflected the impact of higher charge-offs on the allowance adequacy methodology and increased allowance.  The ratio of the allowance for loan losses to non-performing loans increased to 118.12% at  June 30, 2014 from  94.77% at June 30, 2013 primarily as a result of increases to the allowance exceeding the rate at which loans migrated to non-performing.  The ratio of non-performing assets to total assets increased primarily as a result of increased other real estate owned for June 30, 2014 compared to the prior year.  Net charge-offs to average loans increased to 1.10% for the six months ended June 30, 2014 from 0.39%  for the six months ended June 30, 2013, primarily due to higher charge-offs in the second quarter of 2014 compared to the second quarter of 2013.

Net charge-offs.  Net charge-offs were $24.0 million for the six months ended June 30, 2014, an increase of $16.3 million over net charge-offs for the same period of 2013.  The majority of the charge-offs in the first six months of 2014 were associated with commercial loan relationships totaling $15.2 million and construction loan relationships totaling $8.5 million.

 

Non-performing loans, loans 90 days delinquent and still accruing, and troubled debt restructurings.  Loans are considered to be non-performing if they are on a non-accrual basis or they are past due 90 days or more and still accruing interest. A loan which is past due 90 days or more and still accruing interest remains on accrual status only when it is both adequately secured as to principal and interest, and is in the process of collection.  Troubled debt restructurings are loans with terms that have been renegotiated to provide a reduction or deferral of interest or principal because of a weakening in the financial positions of the borrowers.  The following tables summarize our non-performing loans, other real estate owned and loans past due 90 days or more still accruing interest (in thousands). 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

June 30,

 

December 31,

 

 

2014

 

2013

 

2013

 

 

 

 

 

 

 

Non-accrual loans

 

 

 

 

 

 

Construction

 

$               12,300 

 

$                  2,352 

 

$                  1,667 

Commercial mortgage

 

10,790 

 

9,324 

 

5,861 

Commercial

 

12,269 

 

26,935 

 

29,651 

Consumer

 

2,180 

 

1,116 

 

1,356 

Residential

 

1,175 

 

2,016 

 

2,016 

Total non-accrual loans

 

38,714 

 

41,743 

 

40,551 

 

 

 

 

 

 

 

Loans past due 90 days or more

 

1,031 

 

755 

 

110 

Total non-performing loans

 

39,745 

 

42,498 

 

40,661 

Other real estate owned

 

26,781 

 

6,308 

 

26,295 

Total non-performing assets

 

$               66,526 

 

$                48,806 

 

$                66,956 

 

The Company’s loans that were modified as of June 30, 2014 and December 31, 2013 and considered troubled debt restructurings are as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

Number

 

Pre-modification recorded investment

 

Post-modification recorded investment

 

Number

 

Pre-modification recorded investment

 

Post-modification recorded investment

Commercial

 

 

$               209 

 

$                209 

 

 

$               217 

 

$                217 

Commercial mortgage

 

 

3,977 

 

3,977 

 

 

3,055 

 

3,055 

Construction

 

 

263 

 

263 

 

 

263 

 

263 

 


 

Residential mortgage

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Total

 

 

$            4,449 

 

$             4,449 

 

 

$            3,535 

 

$             3,535 

 

The balances below provide information as to how the loans were modified as troubled debt restructurings loans at June 30, 2014 and December 31, 2013 (in thousands).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2014

 

December 31, 2013

 

 

Adjusted interest rate

 

Extended maturity

 

Combined rate and maturity

 

Adjusted interest rate

 

Extended maturity

 

Combined rate and maturity

Commercial

 

$                    - 

 

$               209 

 

$                    - 

 

$                 - 

 

$               217 

 

$                   - 

Commercial mortgage

 

3,763 

 

214 

 

 -

 

681 

 

214 

 

2,160 

Construction

 

 -

 

263 

 

 -

 

 -

 

263 

 

 -

Residential mortgage

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Total

 

$             3,763 

 

$               686 

 

$                    - 

 

$             681 

 

$               694 

 

$            2,160 

 

As of June 30, 2014 loans there were no loans that were restructured within the last 12 months that have subsequently defaulted  .

As of June 30, 2014 and December 31, 2013, the Company had no commitments to lend additional funds to loan customers whose terms have been modified in troubled debt restructurings.

 

The following table provides information about impaired loans at June 30, 2014 and December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded
investment

 

Unpaid
principal
balance

 

Related
allowance

 

Average
recorded
investment

 

Interest
income
recognized

June 30, 2014

 

 

 

 

 

 

 

 

 

Without an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

$                    3,344 

 

$                  11,102 

 

$                        - 

 

$                    3,856 

 

$                            - 

Commercial mortgage

8,240 

 

8,583 

 

 -

 

3,950 

 

 -

Commercial

5,293 

 

8,271 

 

 -

 

5,597 

 

 -

Consumer - home equity

827 

 

827 

 

 -

 

894 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

1,175 

 

 -

With an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

8,956 

 

8,956 

 

3,780 

 

5,390 

 

 -

Commercial mortgage

2,550 

 

2,550 

 

522 

 

4,404 

 

 -

Commercial

7,185 

 

14,531 

 

3,811 

 

15,890 

 

 -

Consumer - home equity

1,353 

 

1,778 

 

282 

 

1,153 

 

 -

Residential

 -

 

 -

 

 -

 

280 

 

 -

Total

 

 

 

 

 

 

 

 

 

Construction

12,300 

 

20,058 

 

3,780 

 

9,246 

 

 -

Commercial mortgage

10,790 

 

11,133 

 

522 

 

8,354 

 

 -

Commercial

12,478 

 

22,802 

 

3,811 

 

21,487 

 

 -

Consumer - home equity

2,180 

 

2,605 

 

282 

 

2,047 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

1,455 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recorded
investment

 

Unpaid
principal
balance

 

Related
allowance

 

Average
recorded
investment

 

Interest
income
recognized

December 31, 2013

 

 

 

 

 

 

 

 

 

 


 

Without an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

$                    1,104 

 

$                    1,454 

 

$                        - 

 

$                    1,506 

 

$                            - 

Commercial mortgage

1,759 

 

1,759 

 

 -

 

4,662 

 

 -

Commercial

9,021 

 

11,131 

 

 -

 

7,014 

 

 -

Consumer - home equity

927 

 

927 

 

 -

 

927 

 

 -

Residential

1,175 

 

1,175 

 

 -

 

873 

 

 -

With an allowance recorded

 

 

 

 

 

 

 

 

 

Construction

563 

 

563 

 

353 

 

2,437 

 

 -

Commercial mortgage

4,102 

 

4,102 

 

1,476 

 

4,581 

 

 -

Commercial

20,846 

 

21,276 

 

9,369 

 

15,670 

 

 -

Consumer - home equity

429 

 

429 

 

135 

 

190 

 

 -

Residential

841 

 

841 

 

84 

 

373 

 

 -

Total

 

 

 

 

 

 

 

 

 

Construction

1,667 

 

2,017 

 

353 

 

3,943 

 

 -

Commercial mortgage

5,861 

 

5,861 

 

1,476 

 

9,243 

 

 -

Commercial

29,867 

 

32,407 

 

9,369 

 

22,684 

 

 -

Consumer - home equity

1,356 

 

1,356 

 

135 

 

1,117 

 

 -

Residential

2,016 

 

2,016 

 

84 

 

1,246 

 

 -

 

 

We had $38.7 million of non-accrual loans at June 30, 2014 compared to $40.6 million of non-accrual loans at December 31, 2013. The $1.8 million decrease in non-accrual loans was primarily due to $40.2 million of loans placed on non-accrual status partially offset by $23.4 million of loan charge-offs, $4.4 million of loans transferred to other real estate owned and $14.3 million of loan payments.  Loans past due 90 days or more still accruing interest amounted to $1.0 million at June 30, 2014 and $110,000 at December 31, 2013. The $921,000 increase reflected $1.2 million of additions partially offset by $299,000 of loan payments. 

 

We had $26.8  million of other real estate owned at June 30, 2014 compared to $26.3 million at December 31, 2013.  The $486,000 increase in other real estate owned was primarily due to $4.4 million of additions which were partially offset by $3.9 million of proceeds received and $30,000 of realized gain. 

 

The following table classifies our loans (not including loans held for sale) by categories which are used throughout the industry as of June 30, 2014 and December 31, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

Residential

 

 

Commercial

 

Construction

 

mortgage

 

mortgage

 

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$          423,927 

 

$         377,482 

 

$         219,920 

 

$         226,926 

 

$          483,611 

 

$         517,164 

 

$               25,718 

 

$              25,812 

Special Mention

 

129 

 

149 

 

912 

 

 -

 

95 

 

6,997 

 

 -

 

 -

Substandard

 

7,760 

 

29,867 

 

15,957 

 

1,667 

 

11,455 

 

5,861 

 

1,175 

 

2,016 

Doubtful

 

 -

 

 -

 

2,500 

 

 -

 

 -

 

 -

 

 -

 

 -

Loss

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Unrated subject to review *

 

6,159 

 

6,854 

 

20,330 

 

25,255 

 

17,491 

 

29,467 

 

 -

 

 -

Unrated not subject to review *

 

38,824 

 

35,761 

 

5,048 

 

5,041 

 

80,970 

 

66,321 

 

69,116 

 

67,022 

Total

 

$          476,799 

 

$         450,113 

 

$         264,667 

 

$         258,889 

 

$          593,622 

 

$         625,810 

 

$               96,009 

 

$              94,850 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Direct lease

 

 

 

 

 

 

 

 

 

 

Consumer

 

financing

 

Unamortized costs

 

Total

 

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

 

6/30/2014

 

12/31/2013

Risk Rating

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pass

 

$          152,845 

 

$         116,292 

 

$           61,811 

 

$           58,545 

 

$                      - 

 

$                    - 

 

$          1,367,832 

 

$         1,322,221 

Special Mention

 

 -

 

1,348 

 

 -

 

 -

 

 -

 

 -

 

1,136 

 

8,494 

Substandard

 

3,807 

 

1,356 

 

2,057 

 

 -

 

 -

 

 -

 

42,211 

 

40,767 

Doubtful

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

2,500 

 

 -

Loss

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

 

 -

Unrated subject to review *

 

17,102 

 

524 

 

 -

 

2,244 

 

 -

 

 -

 

61,082 

 

64,344 

 


 

Unrated not subject to review *

 

249,081 

 

226,814 

 

122,010 

 

114,821 

 

9,751 

 

6,839 

 

574,800 

 

522,619 

Total

 

$          422,835 

 

$         346,334 

 

$         185,878 

 

$         175,610 

 

$              9,751 

 

$             6,839 

 

$          2,049,561 

 

$         1,958,445 

 

* Unrated loans consist of performing loans which did not exhibit any negative characteristics which would require the loan to be evaluated, or fell below the dollar threshold requiring review and are not loans otherwise selected in ongoing portfolio evaluation.  The scope of the Bank’s loan review policy encompasses commercial and construction loans and leases which singly or in the aggregate in the case of loans with related borrowers, equal or exceed $3.0 million. The loan portfolio review coverage was approximately 69% at June 30, 2014 and approximately 70% at December 31, 2013.    This review is performed by the loan review department, which is independent of the loan department and reports directly to the audit committee.  All classified loans are reviewed by the independent loan review function of the Bank. Potential problem loans, which are identified by either the independent loan review department or line management, are also reviewed.    All loans are subject to review by their relationship manager and senior loan personnel.  Also, many of the Bank’s loans are relatively short term, and are subject to reconsideration with a full review in loan committee between one and three years after the loan is made and after the prior review.

 

Premises and equipment, netPremises and equipment amounted to $16.2 million at June 30, 2014 compared to  $15.7 million at December 31, 2013.  The increase reflected additional information technology upgrades.

 

Deposits.    Our primary source of funding is deposit acquisition. We offer a variety of deposit accounts with a range of interest rates and terms, including demand, checking and money market accounts. One strategic focus is growing these accounts through affinity groups.  At June 30, 2014, we had total deposits of $3.90 billion compared to $4.27 billion at December 31, 2013, a decrease of $391.2 million or 9.2%, which was primarily the result of planned exit of higher interest cost relationships which did not have adequate income components.  Increases in average deposit trends have allowed us to virtually eliminate time deposits, which may bear higher interest rates than transaction accounts. The following table presents the average balance and rates paid on deposits for the periods indicated (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

For the year ended

 

 

 

June 30, 2014

 

December 31, 2013

 

 

 

Average

 

Average

 

Average

 

Average

 

 

 

balance

 

rate

 

balance

 

rate

 

 

 

 

 

 

Demand and interest checking

 

$               3,857,839 

 

0.24% 

 

$              3,185,919 

 

0.25% 

Savings and money market

 

415,122 

 

0.42% 

 

500,113 

 

0.43% 

Time

 

12,086 

 

1.14% 

 

17,443 

 

1.04% 

 

Total deposits

 

$               4,285,047 

 

0.26% 

 

$              3,703,475 

 

0.27% 

 

 

 

 

 

 

 

 

 

 

Borrowings.  We had no outstanding advances from the Federal Home Loan Bank as of June 30, 2014 and December 31, 2013.  Additionally, we had no outstanding balances on the Bank’s lines of credit as of June 30, 2014 and December 31, 2013We do not have any policy prohibiting us from incurring debt.

Other liabilities.  Other liabilities amounted to $30.0 million at June 30, 2014 compared to $38.9 million at December 31, 2013, representing a decrease of $8.9 million.  The decrease resulted primarily from securities purchases in process.

 


 

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Except as discussed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” there has been no material change in our assessment of our sensitivity to market risk since our presentation in our Annual Report on Form 10-K for the year ended December 31, 2013.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our Chief Executive Officer and Chief Financial Officer, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level and that a material weakness in our internal control over financial reporting exists.  Specifically The Bancorp Bank (the “Bank”), a wholly owned subsidiary of The Bancorp, Inc. (the Company), entered into a Stipulation and Consent to the Issuance of a Consent Order (the Order) with the Federal Deposit Insurance Corporation (the FDIC) which became effective on June 5, 2014 as disclosed in the Company’s Form 8-K dated June 10, 2014.  The Order requires the Bank to take certain affirmative actions to comply with its BSA obligations, including a requirement perform a “Look Back Review” for the period January 1, 2013 through the date of the Order.  This Look Back Review must be completed no later than 90 days from the date of the Order.  The Bank has engaged third parties who will perform the Look Back Review and other consulting services however as of June 30, 2014, these third parties have not begun substantial work.  Accordingly, management determined that these expenses should be recorded in the period when the third parties actually perform their services under the contacts rather than when the third parties were engaged to perform services.

Except for the establishment of policies and procedures with respect to accrual of costs associated with professional services required by the regulatory order discussed above, there has not been any change in our internal control over financial reporting that occurred during the quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

 

 

 


 

Table of Contents

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

For a discussion of a consent order issued by the FDIC, captioned In the Matter of the Bancorp Bank, Wilmington, Delaware, effective June 5, 2014, see Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Recent Developments.”

 

On July 17, 2014 a class action securities complaint, captioned Fletcher v. The Bancorp Inc., et al., was filed in the United States District Court for the District of Delaware. The complaint alleges that, during a class period beginning April 24, 2013 through June 10, 2014, the defendants made materially false and/or misleading statements and/or failed to disclose that (i) Bancorp had under-reserved for loan losses due to adverse loans, (ii) Bancorp’s operations and credit practices were in violation of the BSA, and (iii) as a result, Bancorp’s financial statements were materially false and misleading during the relevant period. The complaint further alleges that, as a result, the price of the Bancorp’s common stock fell, causing damage to plaintiff and other members of the class. The complaint asks for an unspecified amount of damages, prejudgment and post-judgment interest and attorneys’ fees. This litigation is in its preliminary stages. The Company believes that the complaint is without merit and we intend to defend vigorously.

 

Item 1A. Risk Factors.

 

Our reputation and business could be damaged by our entry into the consent order with the FDIC and other negative publicity.

 

Reputational risk, or the risk to our business, earnings and capital from negative publicity, is inherent in our business. Negative publicity can result from actual or alleged conduct in a number of areas, including legal and regulatory compliance, lending practices, corporate governance, litigation, inadequate protection of customer data, ethical behavior of our employees, and from actions taken by regulators and others as a result of that conduct. Damage to our reputation, including as a result of negative publicity associated with the consent order and the class action filed in July 2014, now or in the future could impact our ability to attract new and maintain existing loan and deposit customers, employees and business relationships, and could result in the imposition of additional regulatory requirements, operational restrictions, enhanced supervision and/or civil money penalties. Such damage could also adversely affect our ability to raise additional capital on acceptable terms.

 

The entry into the 2014 Consent Order has imposed certain restrictions and requirements upon the Bank.

Satisfaction of the requirements of the 2014 Consent Order  is subject to the review of the FDIC and the Delaware State Bank Commissioner. The 2014 Consent Order requires the Bank to take certain affirmative actions to comply with its BSA obligations, among them: appoint a qualified BSA/OFAC officer; revise its written BSA Compliance Program; develop and implement additional policies and procedures for suspicious activity monitoring and reporting; review and enhance customer due diligence and risk assessment processes; review past account activity to determine whether suspicious activity was properly identified and reported; strengthen internal controls, including augmenting Board oversight regarding BSA activities; establish an independent testing program and develop policies and procedures to govern staffing and training for BSA compliance. The Bank has and expects to continue to expend significant management and financial resources to address the Bank’s BSA Compliance Program which will reduce our net income.

In addition, until approval of a BSA Report (for which the Bank has already engaged a third party), the consent order restricts the Bank from signing and boarding new independent sales organizations, issuing new non-benefit reloadable prepaid card programs and originating Automated Clearing House transactions for new merchant-related payments. Until the BSA Report is submitted to and approved by the FDIC and Delaware State Bank Commissioner, those aspects of the growth of our prepaid card operations may be affected, resulting in potentially reduced growth of our deposits and non-interest income and possibly may limit our ability to raise additional capital on acceptable terms. However, organic growth from existing customers and new customers in other categories are not impacted by the Order. Accordingly, we do not believe these restrictions will have a material impact on our revenue.

There can be no assurance that our regulators will ultimately determine that we have met all of the requirements of the 2014 Consent Order to their satisfaction. If our regulators believe that we have not made sufficient progress in complying with the Consent Order, they could seek to impose additional regulatory requirements, operational restrictions, enhanced supervision and/or civil money penalties. If any of these measures is imposed in the future, it could have a material adverse effect on our financial condition and results of operations and on our ability to raise additional capital on acceptable terms.

 

 


 

Table of Contents

The provisions contained in the Consent Orders present interpretive challenges that may give rise to a difference of interpretation by us and our regulators.

 

The provisions of the Consent Orders are subject to interpretation and may give rise to differing views between us and our regulators with respect to their scope and application.  Accordingly, management, employees at all levels, and legal counsel of the Bank face significant challenges in applying the terms of the Consent Orders to the myriad factual scenarios that arise in the ordinary course of business. While we have sought, and will continue to seek, guidance from our regulators as to the application of the Consent Orders on our business, there can be no assurance that our regulators will provide such guidance or that we and our regulators will interpret the terms of Consent Orders uniformly in every instance. 

 

If the FDIC interprets either Consent Order in a manner contrary to our interpretation despite our good faith efforts to comply, the FDIC may conclude a violation has occurred, which may result in the imposition of additional regulatory requirements, operational restrictions, enhanced supervision and/or civil money penalties.

 

The FDIC could require us to report certain deposits obtained through private label relationships, including prepaid card deposits, as “brokered” deposits, which could produce adverse consequences for our liquidity, financial condition and results of operations.

 

In a June 2014 telephone call with the FDIC, we were informally advised that amounts held by the Bank with respect to certain deposit products may need to be reported by the Bank as “brokered” deposits.  While the Bank is seeking confirmation of this view, the Bank, in line with other industry participants, is taking the position that such amounts are not “brokered” deposits. Under current rules, if a substantial portion of the Bank’s deposits are ruled to be “brokered,” and should the FDIC decide to impose a formal individual minimum capital requirement or similar formal requirement on the Bank notwithstanding that the Bank is well-capitalized, or should the Bank fail to be well capitalized in the future, the Bank would be prohibited, absent waiver from the FDIC, from utilizing brokered deposits. In such event, unless the Bank receives relief from its regulator or a waiver from the FDIC, such a result could produce serious adverse consequences for the Bank from a liquidity standpoint and could also have serious adverse effects on our financial condition and results of operations. Additionally, a classification of these amounts as “brokered” deposits could cause an increase in our FDIC annual insurance assessment of up to 10 basis points (0.10%), based upon average liabilities.  

 

We are named as a defendant in a class action securities lawsuit, the adverse resolution of which could have a material adverse effect on our financial condition and results of operations.

We were named as a defendant in a class action securities lawsuit filed in July 2014 in the United States District Court for the District of Delaware. The lawsuit claims that we made false and misleading statements or failed to disclose that we had under-reserved for loan losses and that our operations and credit practices were in violation of the BSA.  See Part II, Item 1, “Legal Proceedings.” An adverse resolution of this matter could result in substantial damages, which would materially adversely affect our financial condition and results of operations.

 

The Bank may be subject to civil money penalties in connection with examination findings.

 

Like all regulated banking institutions, we are at risk of the imposition of civil money penalties by our regulators, based on, among other things, apparent violations of law, repeat violations, or supervisory determinations of non-compliance with any consent order.  Depending on the circumstances, the imposition and size of any such penalty is at the discretion of the regulator. We learned through a compliance examination that certain actions of third parties through which we issue cards are being scrutinized by the FDIC. The FDIC has informed us that it may take the position that certain operational aspects related to these card programs may implicate non-compliance with unfair or deceptive acts or practices laws or other regulations. While the Bank is contractually indemnified for related losses, civil money penalties, if assessed against the Bank, are not indemnified.


 

 

 

 

 

 

 

 

 

 


 

Table of Contents

Item 6. Exhibits

 

The Exhibits furnished as part of this Quarterly Report on Form 10-Q are identified in the Exhibit Index immediately following the signature page of this Report.  Such Exhibit Index is incorporated herein by reference.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

THE BANCORP INC

 

 

(Registrant)

 

 

 

August 11, 2014

 

/s/ Betsy Z. Cohen

Date

 

Betsy Z. Cohen

 

 

Chief Executive Officer

 

 

 

August 11, 2014

 

/s/ Paul Frenkiel

Date

 

Executive Vice President of Strategy,

 

 

Chief Financial Officer and Secretary

 

 

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

3.1

Certificate of Incorporation (1)

 

 

3.2

Bylaws (1)

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certifications

 

 

31.2

Rule 13a-14(a)/15d-14(a) Certifications

 

 

32.1

Section 1350 Certifications

 

 

32.2

Section 1350 Certifications

101.INS

XBRL Instance Document (2)

101.SCH

XBRL Taxonomy Extension Schema Document(2)

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document(2)

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document(2)

101.LAB

XBRL Taxonomy Extension Label Linkbase Document(2)

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document(2)

 

 

 

(1)

Filed previously as an exhibit to our Registration Statement on Form S-4, as amended, registration number 333-117385, and by this reference incorporated herein.