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UNITED
STATES
SECURITES
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 March
31, 2005
OR
[
] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from to
Commission
file number 0-49731
SEVERN
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Maryland |
52-1726127 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
1919
A West Street, Annapolis, Maryland |
21401 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code |
410-268-4554 |
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
X No
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes [ ] No [ X]
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Common
Stock, par value $0.01 per share, 8,318,184 shares outstanding at May 5,
2005
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Table
of Contents
PART
I - FINANCIAL INFORMATION |
|
Item
1. |
Financial
Statements |
|
|
|
|
|
Consolidated
Statements of Financial Condition as of March 31, 2005 (Unaudited) and
December 31, 2004 |
1 |
|
Consolidated
Statements of Income (Unaudited) for the Three Months Ended March 31, 2005
and 2004 |
2 |
|
Consolidated
Statements of Cash Flows (Unaudited) for the Three Months Ended March 31,
2005 and 2004 |
3 |
|
Notes
to Consolidated Financial Statements (Unaudited) |
5 |
|
|
|
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
|
8 |
|
|
|
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
14 |
|
|
|
Item
4. |
Controls
and Procedures |
15 |
|
|
|
PART
II - OTHER INFORMATION |
|
|
|
|
Item
1. |
Legal
Proceedings |
15 |
|
|
|
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
15 |
|
|
|
Item
3. |
Defaults
Upon Senior Securities |
15 |
|
|
|
Item
4. |
Submission
of Matters to a Vote of Security Holders |
15 |
|
|
|
Item
5. |
Other
Information |
15 |
|
|
|
Item
6. |
Exhibits |
15 |
|
|
|
SIGNATURES |
16 |
|
|
|
Exhibit
31.1 |
Certification
of Chairman and Chief Executive Officer |
|
|
|
|
Exhibit
31.2 |
Certification
of Chief Financial Officer |
|
|
|
|
Exhibit
32 |
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
|
|
|
|
PART
I- FINANCIAL INFORMATION
Item
1. Financial Statements
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
(dollars
in thousands, except per share amounts)
|
|
|
March
31, |
|
|
December
31, |
|
|
|
|
2005 |
|
|
2004 |
|
|
|
|
(Unaudited |
) |
|
|
|
ASSETS |
|
|
Cash
and due from banks |
|
$ |
7,017 |
|
$ |
7,950 |
|
Interest
bearing deposits in other banks |
|
|
312 |
|
|
3,259 |
|
Federal
funds sold |
|
|
6,598 |
|
|
6,829 |
|
Cash
and cash equivalents |
|
|
13,927 |
|
|
18,038 |
|
Investment
securities held to maturity |
|
|
9,580 |
|
|
9,955 |
|
Loans
held for sale |
|
|
3,101 |
|
|
6,654 |
|
Loans
receivable, net of allowance for loan losses of |
|
|
|
|
|
|
|
$6,177
and $5,935, respectively |
|
|
693,876 |
|
|
650,313 |
|
Premises
and equipment, net |
|
|
9,726 |
|
|
7,004 |
|
Federal
Home Loan Bank stock at cost |
|
|
6,713 |
|
|
5,083 |
|
Accrued
interest receivable and other assets |
|
|
6,804 |
|
|
6,569 |
|
|
|
|
|
|
|
|
|
Total
assets |
|
$ |
743,727 |
|
$ |
703,616 |
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Deposits |
|
$ |
536,559 |
|
$ |
527,413 |
|
Short-term
borrowings |
|
|
31,000 |
|
|
- |
|
Long-term
borrowings |
|
|
87,000 |
|
|
89,000 |
|
Subordinated
debentures |
|
|
20,619 |
|
|
20,619 |
|
Accrued
interest payable and other liabilities |
|
|
5,744 |
|
|
2,430 |
|
|
|
|
|
|
|
|
|
Total
liabilities |
|
|
680,922 |
|
|
639,462 |
|
|
|
|
|
|
|
|
|
Minority
interest - preferred securities of subsidiary |
|
|
- |
|
|
4,000 |
|
|
|
|
|
|
|
|
|
Stockholders’
Equity |
|
|
|
|
|
|
|
Common
stock, $0.01 par value, 20,000,000 shares authorized; |
|
|
|
|
|
|
|
8,318,184
issued and outstanding |
|
|
83 |
|
|
83 |
|
Additional
paid-in capital |
|
|
11,516 |
|
|
11,516 |
|
Retained
earnings |
|
|
51,206 |
|
|
48,555 |
|
|
|
|
|
|
|
|
|
Total
stockholders' equity |
|
|
62,805 |
|
|
60,154 |
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity |
|
$ |
743,727 |
|
$ |
703,616 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
CONSOLIDATED
STATEMENTS OF INCOME (UNAUDITED)
(dollars
in thousands, except per share data)
|
|
For
Three Months Ended March 31, |
|
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
Interest
Income |
|
|
|
|
|
|
|
Loans |
|
$ |
12,295 |
|
$ |
9,866 |
|
Securities,
taxable |
|
|
85 |
|
|
126 |
|
Other |
|
|
133
|
|
|
40 |
|
Total
interest income |
|
|
12,513 |
|
|
10,032 |
|
|
|
|
|
|
|
|
|
Interest
Expense |
|
|
|
|
|
|
|
Deposits |
|
|
3,389 |
|
|
2,505 |
|
Short-term
borrowings |
|
|
112 |
|
|
35 |
|
Long-term
borrowings |
|
|
1,002
|
|
|
627 |
|
Total
interest expense |
|
|
4,503 |
|
|
3,167 |
|
|
|
|
|
|
|
|
|
Net
interest income |
|
|
8,010 |
|
|
6,865 |
|
Provision
for loan losses |
|
|
242
|
|
|
250 |
|
Net
interest income after provision for loan losses |
|
|
7,768 |
|
|
6,615 |
|
|
|
|
|
|
|
|
|
Other
Income |
|
|
|
|
|
|
|
Real
estate commissions |
|
|
148 |
|
|
343 |
|
Real
estate management fees |
|
|
100 |
|
|
93 |
|
Mortgage
banking activities |
|
|
319 |
|
|
206 |
|
Other
income |
|
|
139 |
|
|
112 |
|
Total other
income |
|
|
706 |
|
|
754 |
|
|
|
|
|
|
|
|
|
Non-Interest
Expenses |
|
|
|
|
|
|
|
Compensation
and related expenses |
|
|
2,253 |
|
|
1,749 |
|
Occupancy |
|
|
178 |
|
|
151 |
|
Other |
|
|
849
|
|
|
592 |
|
Total
non-interest expenses |
|
|
3,280 |
|
|
2,492 |
|
|
|
|
|
|
|
|
|
Income
before income tax provision |
|
|
5,194 |
|
|
4,877 |
|
Income
tax provision |
|
|
2,044 |
|
|
1,848 |
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
3,150 |
|
$ |
3,029 |
|
|
|
|
|
|
|
|
|
Basic
earnings per share |
|
$ |
.38 |
|
$ |
.36 |
|
|
|
|
|
|
|
|
|
Diluted
earnings per share |
|
$ |
.38 |
|
$ |
.36 |
|
|
|
|
|
|
|
|
|
Common
stock dividends declared per share |
|
$ |
.06 |
|
$ |
.05 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars
in thousands)
|
|
For
The Three Months Ended March 31, |
|
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
3,150 |
|
$ |
3,029 |
|
Adjustments
to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
Amortization
of deferred loan fees |
|
|
(821 |
) |
|
(617 |
) |
Net
amortization of premiums and discounts |
|
|
8 |
|
|
8 |
|
Provision
for loan losses |
|
|
242 |
|
|
250 |
|
Provision
for depreciation |
|
|
94 |
|
|
78 |
|
Gain
on sale of loans |
|
|
(168 |
) |
|
(79 |
) |
Proceeds
from loans sold to others |
|
|
16,615 |
|
|
8,808 |
|
Loans
originated for sale |
|
|
(12,894 |
) |
|
(10,692 |
) |
Increase
in accrued interest receivable and other
assets |
|
|
(235 |
) |
|
(223 |
) |
Increase
in accrued interest payable and other liabilities |
|
|
3,314
|
|
|
1,226 |
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities |
|
|
9,305 |
|
|
1,788 |
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal
collected on mortgage backed securities |
|
|
367 |
|
|
335 |
|
Net
increase in loans |
|
|
(42,984 |
) |
|
(50,267 |
) |
Investment
in premises and equipment |
|
|
(2,816 |
) |
|
(81 |
) |
Purchase
of FHLB stock |
|
|
(1,630 |
) |
|
(850 |
) |
|
|
|
|
|
|
|
|
Net
cash used in investing activities |
|
|
(47,063 |
) |
|
(50,863 |
) |
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars
in thousands)
|
|
For
The Three Months Ended March 31, |
|
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in deposits |
|
|
9,146 |
|
|
39,482 |
|
Net
increase in short-term borrowings |
|
|
31,000 |
|
|
- |
|
Additional
borrowed funds, long-term |
|
|
- |
|
|
20,000 |
|
Repayment
of borrowed funds, long term |
|
|
(2,000 |
) |
|
(5,000 |
) |
Redemption of preferred securities of
subsidiary |
|
|
(4,000 |
) |
|
- |
|
Cash
dividends paid |
|
|
(499 |
) |
|
(416 |
) |
|
|
|
|
|
|
|
|
Net
cash provided by financing activities |
|
|
33,647
|
|
|
54,066 |
|
Increase
(Decrease) in cash and cash equivalents |
|
|
(4,111 |
) |
|
4,991 |
|
Cash
and cash equivalents at beginning of year |
|
|
18,038 |
|
|
8,426 |
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at end of period |
|
$ |
13,927 |
|
$ |
13,417 |
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flows information: |
|
|
|
|
|
|
|
Cash
paid during period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
4,296 |
|
$ |
3,154 |
|
|
|
|
|
|
|
|
|
Income
taxes |
|
$ |
61 |
|
$ |
545 |
|
|
|
|
|
|
|
|
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 -
Principles
of Consolidation
The
consolidated financial statements include the accounts of Severn Bancorp, Inc.
(“the Company”), and its wholly owned subsidiaries, Louis Hyatt, Inc., SBI
Mortgage Company and SBI Mortgage Company’s subsidiary, Crownsville Development
Corporation, and its subsidiary, Crownsville Holdings I, LLC, and Severn Savings
Bank, FSB (“the Bank”), and the Bank’s subsidiaries, Homeowners Title and Escrow
Corporation, Severn Financial Services Corporation, Creekside Commons, LLC, SSB
Realty Holdings, LLC, SSB Realty Holdings II, LLC, HS West, LLC and Severn
Preferred Capital Corporation. All intercompany accounts and transactions have
been eliminated in the accompanying financial statements.
Severn
Preferred Capital Corporation, which qualified as a real estate investment trust
(“REIT) under the Internal Revenue Code of 1986, as amended, liquidated
effective January 31, 2005.
Note 2 -
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and in accordance with the instructions to
Form 10-Q. Accordingly, they do not include all of the disclosures required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
necessary for a fair presentation of the results of operations for the interim
periods presented have been made. Such adjustments were of a normal recurring
nature. The results of operations for the three months ended March 31, 2005 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2005 or any other interim period. The consolidated
financial statements should be read in conjunction with the consolidated
financial statements and related notes, which are incorporated by reference in
the Company’s Annual Report on Form 10-K for the year ended December 31,
2004.
Note 3 -
Cash
Flow Presentation
In the
statements of cash flows, cash and cash equivalents include cash, amounts due
from banks, Federal Home Loan Bank of Atlanta overnight deposits, and federal
funds sold.
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Continued
Note 4 -
Earnings
Per Share
Basic
earnings per share of common stock for the three months ended March 31, 2005 and
2004 is computed by dividing net income by 8,318,184, the weighted average
number of shares of common stock outstanding for each period. Diluted earnings
per share reflect additional common shares that would have been outstanding if
dilutive potential common shares had been issued. Potential common shares that
may be issued by the Company relate solely to outstanding stock options, of
which there were none outstanding during the three months ended March 31, 2005
or 2004. The above amounts have been retroactively adjusted to give effect
to a 2-for-1 stock split in the form of a 100% stock dividend declared in
November 2004.
Note 5 -
Guarantees
The
Company does not issue any guarantees that would require liability recognition
or disclosure, other than its standby letters of credit. Standby letters of
credit written are conditional commitments issued by the Company to guarantee
the performance of a customer to a third party. Generally, all letters of
credit, when issued have expiration dates within one year. The credit risks
involved in issuing letters of credit are essentially the same as those that are
involved in extending loan facilities to customers. The Company generally holds
collateral supporting these commitments. The Company had $8,090,000 of standby
letters of credit as of March 31, 2005. Management believes that the proceeds
obtained through a liquidation of collateral would be sufficient to cover the
potential amount of future payment required under the corresponding guarantees.
The amount of the liability as of March 31, 2005 and December 31,
2004 for guarantees under standby letters of credit issued is not
material.
Note 6 -
Regulatory
Matters
The Bank
is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possible additional discretionary actions by the
regulators that, if undertaken, could have a direct material effect on the
Company’s financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank’s assets,
liabilities, and certain off-balance sheet items as calculated under regulatory
accounting practices. The Bank’s capital amounts and classifications are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
The
following table presents the Bank’s capital position:
|
|
|
Actual |
|
|
Actual |
|
|
To
Be Well Capitalized Under |
|
|
|
|
at
March 31, 2005 |
|
|
at
December 31, 2004 |
|
|
Prompt
Corrective Provisions |
|
Tangible
(1) |
|
|
10.3 |
% |
|
10.5 |
% |
|
N/A |
|
Tier
I Capital (2) |
|
|
12.9 |
% |
|
13.4 |
% |
|
6.0 |
% |
Core
(1) |
|
|
10.3 |
% |
|
10.5 |
% |
|
5.0 |
% |
Risk-weighted
(2) |
|
|
14.0 |
% |
|
14.4 |
% |
|
10.0 |
% |
(1) To
adjusted total assets
(2) To
risk-weighted assets.
SEVERN
BANCORP, INC. AND SUBSIDIARIES
Annapolis,
Maryland
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Continued
Note 7 -
Commitments
HS West,
LLC is constructing a building in Annapolis, Maryland to serve as the Company’s
and the Bank’s administrative headquarters. A branch office of the Bank will be
included. As of March 31, 2005, HS West LLC has incurred approximately $5.9
million of costs. The total cost is expected to be approximately $21 million
before interior fit-out, with completion anticipated in Spring of
2006.
Note 8 -
Recent
Accounting Pronouncements
In
December 2004, the Financial Accounting Standards Board (FASB) issued Statement
no. 123(R), "Shared-Based Payment." Statement No. 123(R) revised Statement
No. 123 "Accounting for Stock-Based Compensation," and supersedes APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and its related
implementation guidance. Statement No. 123(R) will require compensation
costs related to share-based payment transactions to be recognized in the
financial statements (with limited exceptions). The amount of compensation
cost will be measured based on the grant-date fair value of the equity or
liability instruments issued. Compensation cost will be recognized over
the period that an employee provides service in exchange for the
award.
On April 14, 2005, the Securities and Exchange
Commission ("SEC") adopted a new rule that amends the compliance dates for
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123R").
Under the new rule, the Company is required to adopt SFAS No. 123R in the first
annual period beginning after June 15, 2005. The Company has not yet
determined the method of adoption or the effect of adopting SFAS
123R.
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
The
Company
Severn
Bancorp, Inc. (“the Company”) is a savings and loan holding company chartered in
the state of Maryland in 1990. It conducts business through three subsidiaries:
The Bank, its principal subsidiary; Louis Hyatt, Inc., t/a Hyatt Commercial
(formerly Hyatt Real Estate), a commercial real estate brokerage and property
management company; and SBI Mortgage Company, which holds mortgages that do not
meet the underwriting criteria of the Bank, and is the parent company of
Crownsville Development Corporation, t/a Annapolis Equity Group, which acquires
real estate for syndication and investment purposes. The Bank has three branches
in Anne Arundel County, Maryland, which offer a full range of deposit products,
and the Bank originates mortgages in its primary market of Anne Arundel County,
Maryland and, to a lesser extent, in other parts of Maryland, Delaware and
Northern Virginia. The Bank, through its subsidiary HS West, LLC, is currently
constructing a building in Annapolis, Maryland to serve as the Company’s and the
Bank’s administrative headquarters. A branch of the Bank will be included. As of
March 31, 2005, HS West LLC has incurred approximately $5.9 million of costs.
The total cost is expected to be approximately $21 million before interior
fit-out, with completion expected in Spring 2006. The Company’s common stock
trades under the symbol “SVBI” on the Nasdaq Small Cap Market.
Forward
Looking Statements
In
addition to the historical information contained herein, the discussion contains
forward-looking statements that involve risks and uncertainties and may be
affected by various factors that may cause actual results to differ materially
from those in the forward-looking statements. The forward-looking
statements contained herein include, but are not limited to, those with respect
to management's determination of the amount of loan loss allowance; the effect
of changes in interest rates; and changes in deposit insurance
premiums. The words "anticipate," "believe," "estimate," "except,"
"intend," "may," "plan," "will," "would," "should," "guidance," "potential",
"continue", "project," "forecast," "confident," and similar expressions are
typically used to identify forward-looking statements. The Company's
operations and actual results could differ signifigantly from those discussed in
the forward-looking statements. Some of the factors that could cause or
contribute to such differences include, but are not limited to, changes in the
economy and interest rates in the nation and Company's general market area,
federal and state regulation, competition and other factors detailed from time
to time in the Company's filings with the Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year ended December
31, 2004.
Critical
Accounting Policies
The
Company’s significant accounting policies are set forth in note 1 of the
consolidated financial statements as of December 31, 2004 which were filed on
Form 10-K. Of these significant accounting policies, the Company considers its
policy regarding the allowance for loan losses to be its most critical
accounting policy, because it requires management’s most subjective and complex
judgments. In addition, changes in economic conditions can have a significant
impact on the allowance for loan losses and therefore the provision for loan
losses and results of operations. The Company has developed appropriate policies
and procedures for assessing the adequacy of the allowance for loan losses,
recognizing that this process requires a number of assumptions and estimates
with respect to its loan portfolio. The Company’s assessments may be impacted in
future periods by changes in economic conditions, the impact of regulatory
examinations, and the discovery of information with respect to borrowers that is
not known to management at the time of the issuance of the consolidated
financial statements.
Overview
The
primary business of the Company continues to be mortgage lending. Although
interest rates remain historically low, and the demand in construction lending
and purchase money mortgage lending remains high, commercial real estate
activity has decreased from the prior year. The result of this reduction in
activity is that the Company is earning less real estate commissions. However,
loan growth in its portfolio has been strong and the Company continues to earn a
good “spread”, which is the difference between the Company’s cost of funds and
what it earns on mortgage loans.
It is
generally anticipated that interest rates will be increasing. The Company
expects to be challenged as it seeks to grow assets in the form of mortgage
loans in an environment where its cost of borrowing and interest rates on
deposits are likely to increase. The Company will continue to balance its
pricing and duration of its loan portfolio against the risks of rising costs of
its deposits and borrowings.
The
continued success and attraction of the markets in which the Company operates
will also be important to the Company’s ability to originate and grow its
mortgage loans, as will the Company’s continuing ability to maintain low
overhead.
Results
of Operations
Net
income increased by $121,000 or 4.0% to $3,150,000 for the first quarter of
2005, compared to $3,029,000 for the first quarter of 2004. Diluted earnings per
share increased by $.02 or 5.6% to $.38 for the first quarter of 2005, compared
to $.36 for the first quarter of 2004. The increase in net income and diluted
earnings per share over last year is a result of continued growth in the
Company’s mortgage portfolio coupled with the Company’s continued ability to
maintain low operating expenses. The Company’s interest rate spread decreased by
..36% to 4.31% for the three months ended March 31, 2005, compared to 4.67% for
the same period in 2004, however, its mortgage portfolio balance increased over
that same period of time.
Net
interest income, which is interest earned net of interest charges, increased by
$1,145,000 or 16.7% to $8,010,000 for the first quarter of 2005, compared to
$6,865,000 for the first quarter of 2004. The primary reason for the increase in
net interest income was the Company’s growth in interest earning assets. This
increase was a result of the continued strong loan demand and growth of the
Company’s mortgage portfolio. Net yield on interest earning assets for the three
months ended March 31, 2005 was 4.55% compared to 4.87% for the same period in
2004, a drop of .32%. The decline in net yield was primarily a result of an
increase in the cost of interest bearing liabilities while interest earning
asset yields remained constant.
The
provision for loan losses decreased by $8,000 or 3.2% to $242,000 for the first
quarter of 2005, compared to $250,000 for the first quarter of 2004. The
provision for loan losses and allowance for loan losses are based on
management’s judgment and evaluation of the loan portfolio. Management assesses
the adequacy of the allowance for loan losses and the need for any addition
thereto, by considering the nature and size of the loan portfolio, overall
portfolio quality, review of specific problem loans, economic conditions that
may affect the borrowers’ ability to pay or the value of property securing
loans, and other relevant factors. While management believes the current
allowance is adequate, changing economic and other conditions may require future
adjustments to the allowance for loan losses.
Other
income decreased by $48,000 or 6.4% to $706,000 for the first quarter of 2005,
compared to $754,000 for the first quarter of 2004. The primary reason for the
decrease in other income was a decrease in real estate commissions partially
offset by an increase in mortgage banking activities. Real estate commissions
decreased $195,000 or 56.9% to $148,000 for the first quarter of 2005 compared
to $343,000 for the first quarter of 2004. This decrease was a result of a
decrease in transactions closed by Hyatt Commercial during the first three
months of 2005. Mortgage banking activities increased by $113,000 or 54.9% to
$319,000 for the first quarter of 2005, compared to $206,000 for the same period
in 2004. This increase was primarily a result of a $89,000 increase in gain on
sale of loans, and a $23,000 increase in mortgage processing and servicing fees.
These increases were a result of an increase in loans sold on the secondary
market, and in residential loans being refinanced. Real estate management fees
and all other income remained constant for the first quarter of 2005, compared
to the same period in 2004.
Total
non-interest expense increased by $788,000 or 31.6% to $3,280,000 for the first
quarter of 2005, compared to $2,492,000 for the first quarter of 2004. The
primary reason for the increase in total non-interest expense was an increase in
compensation and related expenses. Compensation and related expenses increased
by $504,000 or 28.8% to $2,253,000 for the first quarter of 2005, compared to
$1,749,000 for the same period in 2004. This increase was primarily because of
the increase in Bank employees needed for a new branch that opened in late 2004,
salary increases effective January 1, 2005, and in commissions paid to mortgage
loan officers due to an increased amount of loan originations. Other
non-interest expense increased by $257,000 or 43.4% to $849,000 for the first
quarter of 2005, compared to $592,000 for the first quarter of 2004. This
increase is primarily because of a charge taken during the first
quarter of 2005 of approximately $135,000 as a result of the reconciliation of
certain cash accounts that management discovered were unreconciled during its
review of internal controls at December 31, 2004. Management has since
implemented additional controls over this process, including requiring
reconciliation of such accounts on a daily basis. In addition, there
was an increase in professional fees, and increased costs relating to the new
branch that opened in the fourth quarter of 2004, including advertising
and office expenses.
Income
Taxes
The
income tax provision was $2,044,000 for the first quarter of 2005, compared to
$1,848,000 for the first quarter of 2004, an increase of $196,000, or 10.6%. The
effective tax rate for the quarter ended March 31, 2005 increased to 39.4%
compared to 37.9% for the same quarter last year.
Analysis
of Financial Condition
Total
assets increased by $40,111,000 or 5.7% to $743,727,000 at March 31, 2005,
compared to $703,616,000 at December 31, 2004. Cash and cash equivalents
decreased by $4,111,000 or 22.8% to $13,927,000 at March 31, 2005, compared to
$18,038,000 at December 31, 2004. This decrease was primarily because of
increased funding required for a higher demand for new loans partially offset by
increases in deposits and Federal Home Loan Bank (“FHLB”) advances. Loan demand
continued to be strong during the first quarter of 2005, as net loans receivable
increased $43,563,000 or 6.7% to $693,876,000 at March 31, 2005 compared to
$650,313,000 at December 31, 2004. Loans held for sale decreased $3,553,000 or
53.4% to $3,101,000 at March 31, 2005, compared to $6,654,000 at December 31,
2004. This decrease was due to the timing of loans pending sale at March 31,
2005. Total deposits increased $9,146,000 or 1.7% to $536,559,000 at March 31,
2005 compared to $527,413,000 at December 31, 2004. This increase is primarily
attributable to an ongoing campaign by the Company to attract money market
deposit accounts and promotions to obtain longer-term certificates of deposit.
FHLB advances increased $29,000,000, or 32.6% to $118,000,000 at March 31, 2005,
compared to $89,000,000 as of December 31, 2004. This is a result of attractive
pricing of FHLB advances as compared to the cost of obtaining retail deposits,
and the Company’s need to fund its loan growth.
Stockholders’
Equity
Total
stockholders’ equity increased $2,651,000 or 4.4% to $62,805,000 at March 31,
2005 compared to $60,154,000 as of December 31, 2004. This increase is a result
of net earnings, offset by dividends declared.
Asset
Quality
Non-accrual
loans (those loans 90 or more days in arrears) were $1,583,000 as of March 31,
2005 compared to $939,000 as of December 31, 2004, an increase of $644,000, or
68.6%. This increase is a result of an increase in the number of loans that were
90 or more days in arrears at March 31, 2005. Subsequent to March 31,
2005, approximately, 787,000 of the non-accural loans either became current or
paid-off. At March 31, 2005, the total allowance for loan losses was
$6,177,000, which was .88% of total loans, compared with $5,935,000, which was
..90% of total loans as of December 31, 2004. The allowance for loan losses is
based on management’s judgment and evaluation of the loan portfolio. Management
assesses the adequacy of the allowance for loan losses and the need for any
addition thereto, by considering the nature and size of the loan portfolio,
overall portfolio quality, review of specific problem loans, economic conditions
that may affect the borrowers’ ability to pay or the value of property securing
loans, and other relevant factors. While management believes the current
allowance is adequate, changing economic and other conditions may require future
adjustments to the allowance for loan losses.
Liquidity
The
Company’s liquidity is determined by its ability to raise funds through loan
payments, maturing investments, deposits, borrowed funds, capital, and the sale
of loans. Based on the internal and external sources available, the Company’s
liquidity position exceeded anticipated short-term and long-term needs at March
31, 2005. Additionally, loan payments, maturities, deposit growth and earnings
contribute a flow of funds available to meet liquidity requirements.
In
assessing its liquidity the management of the Company considers operating
requirements, anticipated deposit flows, expected funding of loans, deposit
maturities and borrowing availability, so that sufficient funds may be available
on short notice to meet obligations as they arise so that the Company may take
advantage of business opportunities.
Management
believes it has sufficient cash flow and liquidity to meet its current
commitments. Certificates of deposit, which are scheduled to mature in less than
one year, totaled $210,599,000 at March 31, 2005. Based on past experience,
management believes that a significant portion of such deposits will remain with
the Company. At March 31, 2005, the Company had commitments to originate loans
of $56,516,000, unused lines of credit of $29,986,000, and commitments under
standby letters of credit of $8,090,000. In addition, the Company expects to
incur an additional $14,940,000, before interior fit-out, for construction costs
associated with its new headquarters. The Company has the ability to reduce its
commitments for new loan originations, adjust other cash outflows, and borrow
from FHLB should the need arise. As of March 31, 2005, outstanding FHLB
borrowings totaled $118,000,000, and the Company had available to it up to an
additional $104,484,000 in borrowing availability from the
FHLB.
Net cash
provided by operating activities increased $7,517,000 to $9,305,000 for the
three months ended March 31, 2005 compared to $1,788,000 for the same period in
2004. This increase is primarily the result of an increase in mortgage banking
activities and higher net income in 2005. Net cash used in investing activities
decreased $3,800,000 to $47,063,000 for the three months ended March 31, 2005
compared to $50,863,000 for the same period in 2004. This decrease is primarily
due to an increase in purchases of FHLB stock offset by a reduction in loan
originations. Net cash provided by financing activities decreased $20,419,000 to
$33,647,000 for the three months ended March 31, 2005 compared to $54,066,000
for the same period in 2004. This decrease is primarily due to a decrease in
cash from deposits and a redemption of preferred securites of subsidiary
partially offset by an increase in cash from FHLB advances. As a result, cash
and cash equivalents increased $510,000 to $13,927,000 at March 31, 2005
compared to $13,417,000 at March 31, 2004. Cash provided by increased deposits,
loans sold and increased long-term borrowings was partially offset by net cash
used for strong loan origination activity that outpaced principal repayments.
The
following table presents the Company’s financial obligations at March 31, 2005,
for the periods indicated.
Contractual
Obligations |
|
Payments
due by period
|
|
|
|
|
Total |
|
|
Less
than 1 year |
|
|
1-3
years |
|
|
3-5
years |
|
|
More
than 5 years |
|
Long
term debt |
|
$ |
87,000 |
|
$ |
- |
|
$ |
25,000 |
|
$ |
10,000 |
|
$ |
52,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
lease obligations |
|
|
375 |
|
|
101 |
|
|
134 |
|
|
120 |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates
of deposit |
|
|
376,372 |
|
|
210,599 |
|
|
125,622 |
|
|
40,109 |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
463,747 |
|
$ |
210,700 |
|
$ |
150,756 |
|
$ |
50,229 |
|
$ |
52,062 |
|
Effects
of Inflation
The
Consolidated Financial Statements and related consolidated financial data
presented herein have been prepared in accordance with accounting principles
generally accepted in the United States of America and practices within the
banking industry which require the measurement of financial condition and
operating results in terms of historical dollars, without considering the
changes in the relative purchasing power of money over time due to inflation.
Unlike most industrial companies, virtually all of the assets and liabilities of
a financial institution are monetary in nature. As a result, interest rates have
a more significant impact on a financial institution’s performance than the
effects of general levels of inflation.
Average
Balance Sheet
The
following table presents the Company’s distribution of the average consolidated
balance sheets as of March 31, 2005 and 2004, and net interest analysis for the
three months ended March 31, 2005 and 2004.
|
|
Three
Months Ended March 31, 2005 |
|
Three
Months Ended March 31, 2004 |
|
|
Average
Balance |
|
Interest |
|
Rate
Annualized |
|
Average
Balance |
|
Interest |
|
Rate
Annualized |
|
|
(dollars
in thousands) |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Loans
(1) |
|
$681,606
|
|
$12,295
|
|
7.22% |
|
$541,241
|
|
$9,866 |
|
7.29% |
Investments
(2) |
|
5,000
|
|
35
|
|
2.80% |
|
6,000
|
|
50
|
|
3.37% |
Mortgage-backed
securities |
|
4,656
|
|
50 |
|
4.30%
|
|
6,527
|
|
76
|
|
4.64% |
Other
interest-earning assets (3) |
|
12,158
|
|
133
|
|
4.38% |
|
9,851 |
|
40 |
|
1.63% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest-earning assets |
|
703,420
|
|
12,513
|
|
7.12% |
|
563,619 |
|
10,032 |
|
7.12% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
earning assets |
|
24,864
|
|
|
|
|
|
11,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets |
|
$728,284 |
|
|
|
|
|
$575,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Savings
and checking deposits |
|
$162,371
|
|
520 |
|
1.28% |
|
$196,196
|
|
675
|
|
1.38% |
Certificates
of deposit |
|
369,376 |
|
2,869 |
|
3.11% |
|
235,633
|
|
1,830
|
|
3.11% |
Short-term
borrowings |
|
20,333
|
|
112
|
|
2.20% |
|
13,333 |
|
35
|
|
1.06% |
Long-term
borrowings |
|
88,334
|
|
1,002
|
|
4.53% |
|
71,333
|
|
627
|
|
3.52% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
interest-bearing liabilities |
|
640,414
|
|
4,503
|
|
2.81% |
|
516,495 |
|
3,167 |
|
2.45% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest
bearing liabilities |
|
25,972 |
|
|
|
|
|
8,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity |
|
61,898
|
|
|
|
|
|
50,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity |
|
$728,284 |
|
|
|
|
|
$575,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest income and interest rate spread |
|
|
|
$8,010 |
|
4.31% |
|
|
|
$6,865 |
|
4.67% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
interest margin |
|
|
|
|
|
4.55% |
|
|
|
|
|
4.87% |
|
|
|
|
|
|
|
|
|
|
|
Average
interest-earning assets to average interest-bearing
liabilities |
|
|
|
109.84% |
|
|
|
|
|
109.12% |
(1) |
Non-accrual
loans are included in the average balances and in the computation of
yields. |
(2) |
The
Company does not have any tax-exempt
securities. |
(3) |
Other
interest-earning assets includes interest-bearing deposits in other banks,
federal funds and FHLB stock investments. |
Off-Balance
Sheet Arrangements
The
Company is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financial needs of its customers. These
financial instruments include commitments to extend credit and standby letters
of credit, which involve, to varying degrees, elements of credit risk in excess
of the amount recognized in the statement of financial position. The contract
amounts of these instruments express the extent of involvement the Company has
in each class of financial instruments.
The
Company’s exposure to credit loss from non-performance by the other party to the
above mentioned financial instruments is represented by the contractual amount
of those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.
The
credit risk involved in these financial instruments is essentially the same as
that involved in extending loan facilities to customers. No amount has been
recognized in the statement of financial condition at March 31, 2005, as a
liability for credit loss.
Off-balance
sheet financial instruments whose contract amounts represent credit and interest
rate risk are summarized as follows:
Financial
Instruments Whose Contract |
|
|
Contract
Amount At |
|
Amounts
Represent Credit Risk |
|
|
March
31, 2005 |
|
|
|
|
(dollars
in thousands) |
|
Standby
letters of credit |
|
$ |
8,090 |
|
Home
equity loan commitments |
|
$ |
18,919 |
|
Loan
commitments |
|
$ |
37,597 |
|
Lines
of credit |
|
$ |
29,986 |
|
Loans
sold and serviced with limited |
|
|
|
|
repurchase
provisions |
|
$ |
23,373 |
|
Legal
Proceedings
There are
various claims pending involving the Company, arising in the normal course of
business. Management believes, based upon consultation with legal counsel, that
liabilities arising from these proceedings, if any, will not be material to the
Company’s financial condition.
Item
3. Quantitative
and Qualitative Disclosures About Market Risk
There has
been no material change in market risk since December 31, 2004, as reported in
Company’s Form 10-K filed with the United States Securities and Exchange
Commission on or about March 21, 2005.
Item
4. Controls
and Procedures
As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our principal executive officer
and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in regulations
of the Securites and Exchange Commission). Based on their evaluation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report, our principal executive officer and principal financial officer
have concluded that such controls and procedures are effective.
There have not been any changes in the Company's internal control over
financial reporting (as defined in the regulations of the Securites and Exchange
Commission) during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
Changes that occurred in the Company's disclosure controls and procedures
and internal control over financial reporting during the fourth quarter of 2004
were previously reported in our Annual Report on Form 10-K for the year ended
December 31, 2004.
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of the control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. Because of inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.
PART
II - OTHER INFORMATION
Item
1. Legal
Proceedings. None.
Item
2. Unregistered
Sales of Equity Securties and Use of Proceeds.
None.
Item
3. Defaults
Upon Senior Securities. None.
Item
4. Submission
of Matters to a Vote of Security Holders. None
Item
5. Other
Information. None.
Item
6. Exhibits.
(a) Exhibits
31.1 Certification
of Chairman and Chief Executive Officer
31.2 Certification
of Chief Financial Officer
32 Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C.
Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
SIGNATURES
Under 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.
|
SEVERN
BANCORP, INC. |
|
Registrant |
|
|
|
|
|
May
11, 2005 |
Alan
J. Hyatt |
|
Date:
|
Alan
J. Hyatt, |
President,
Chief Executive Officer |
|
|
and
Chairman of the Board |
|
|
(Principal
Executive Officer) |
|
|
|
May
11, 2005 |
Cecelia
Lowman |
|
Date:
|
Cecelia
Lowman, |
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |