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EX-1 - ITEM 8 - AUDITED FINANCIAL STATEMENTS - TAYLOR CALVIN B BANKSHARES INCitem8a-2010.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2010
Commission File No. 000-50047

Calvin B. Taylor Bankshares, Inc.
(Exact name of registrant as specified in its Charter)

Maryland
(State of incorporation or organization)

52-1948274
(I.R.S. Employer Identification No.)

24 North Main Street, Berlin, Maryland 21811
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (410) 641-1700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ____ No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ____ No [ X ]

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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ____ No ____ Not required [X]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

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.
Large accelerated filer ____                                                                                     Accelerated filer [ X ]
Non- accelerated filer ____ (Do not check if a smaller reporting company)     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 ]

 

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The aggregate market value of the Common Stock, all of which has voting rights, held by non-affiliates of the registrant on December 31, 2010, was $71,940,793. This calculation is based upon the last price known to the registrant at which its Common Stock was sold as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2010, the last known sale price was $29.00 per share. There is not an active trading market for the Common Stock and it is not possible to identify precisely the market value of the Common Stock.

On February 28, 2011, 3,000,508 shares of the registrant's common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for Annual Meeting of Stockholders to be held on May 11, 2011, is incorporated by reference in this Form 10-K in Part III, Item 10, Item 11, Item 12, Item 13, and Item 14. The Company's Annual Report to Stockholders for the year ended December 31, 2010, pages 1 through 26, are incorporated by reference in this Form 10-K in Part II, Item 8. Financial Statements and Supplementary Data.

 

 

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This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements appear in a number of places in this Report and include all statements regarding the intent, belief or current expectations of the Company, its directors, or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein and those factors discussed in detail in the Company's filings with the Securities and Exchange Commission.

PART I

Item 1. Business

General
   
Calvin B. Taylor Bankshares, Inc. (Company) was incorporated as a Maryland corporation on October 31, 1995. The Company owns all of the stock of Calvin B. Taylor Banking Company of Berlin, Maryland (Bank). The Bank, which commenced operation in 1890, is a commercial bank incorporated under the laws of the State of Maryland on December 17, 1907, with a main office located in Berlin, Maryland.

Location and Service Area
   
The Company, through the Bank, is engaged in a general commercial and retail banking business serving individuals, small- to medium-sized businesses, professional organizations, and governmental units. The Bank operates nine branches located throughout Worcester County, Maryland and one branch located in Sussex County, Delaware. The Bank draws most of its customer deposits and conducts most of its lending transactions within the communities in which these branches are located.
    Much of the Bank’s service area is located along the shores of the Atlantic Ocean and has grown as both a resort and a retirement community. The principal components of the economy are tourism and agriculture. Berlin has a strong component of health-care related businesses. The tourist businesses of Ocean City, Maryland and Bethany, Delaware and the health-care facilities in Berlin, Maryland (including Berlin Nursing Home and Atlantic General Hospital) are among the largest employers in the counties.

Banking Products and Services
   
The Bank offers a full range of deposit services including checking, NOW, Money Market, and savings accounts, and time deposits including certificates of deposit. The transaction, savings, and certificate of deposit accounts are tailored to the Bank’s principal market areas at rates competitive to those offered in the area. The Bank also offers Individual Retirement Accounts (IRA), Health Savings Accounts, and Education Savings Accounts. All deposits are insured by the Federal Deposit Insurance Corporation (FDIC) up to the maximum amount allowed by law. The Bank solicits these accounts from individuals, businesses, associations and organizations, and governmental authorities. The Bank offers individual customers up to $50 million in FDIC insured deposits through the Certificate of Deposit Account Registry Services® (CDARS).
    The Bank also offers a full range of short- to medium-term commercial and personal loans. Commercial loans include both secured and unsecured loans for working capital (including inventory and receivables), business expansion (including acquisition of real estate and improvements), and purchase of equipment and machinery. Consumer loans include secured and unsecured loans for financing automobiles, home improvements, education, and personal investments. The Bank originates commercial and residential mortgage loans and real estate construction and acquisition loans. These lending activities are subject to a variety of lending limits imposed by state and federal law. The Bank lends to directors and officers of the Company and the Bank under terms comparable to those offered to other borrowers entering into similar loan transactions. The Board of Directors approves all loans to officers and directors and reviews these loans every six months.
    Other bank services include cash management services, 24-hour ATM’s, debit cards, safe deposit boxes, travelers’ checks, direct deposit of payroll and social security funds, and automatic drafts for various accounts. The Bank offers bank-by-phone and Internet banking services, including electronic bill-payment, as well as electronic statement delivery to both commercial and retail customers. The Bank’s commercial customers can subscribe to a remote capture service that enables them to electronically capture check images and make on-line deposits. The Bank also offers non-deposit products including retail repurchase agreements.

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Competition
   
The Company and the Bank face strong competition in all areas of operations. The competition comes from entities operating in Worcester County, Maryland and Sussex County, Delaware and neighboring counties and includes branches of some of the largest banks in Maryland, Delaware, and Virginia. Its most direct competition for deposits historically has come from other commercial banks, savings banks, savings and loan associations, and credit unions operating in its service areas. The Bank also competes for deposits with money market mutual funds and corporate and government securities. The Bank competes for loans with the same banking entities, as well as mortgage banking companies and other institutional lenders. The competition for loans varies from time to time depending on certain factors. These factors include, among others, the general availability of lendable funds and credit, general and local economic conditions, current interest rate levels, conditions in the mortgage market, and other factors which are not readily predictable.
    The Bank employs traditional marketing media including local newspapers and radio, to attract new customers. Bank officers, directors, and employees are active in numerous community organizations and participate in community-based events. These activities and referrals by satisfied customers result in new business.

Employees
   
As of December 31, 2010, the Bank employed 89 full-time equivalent employees. The Company's operations are conducted through the Bank. Consequently, the Company does not have separate employees. None of the employees of the Bank are represented by any collective bargaining unit. The Bank considers its relations with its employees to be good.

 

SUPERVISION AND REGULATION

    The Company and the Bank are subject to state and federal banking laws and regulations which impose specific requirements or restrictions on, and provide for general regulatory oversight with respect to, virtually all aspects of operations. These laws and regulations are generally intended to protect depositors, not stockholders. The following is a summary of certain significant laws and regulations affecting the Company and the Bank. To the extent that the following summary describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions.
    Proposed legislative changes and the policies of various regulatory authorities may affect the operations of the Company and the Bank and those effects may be material. The Company is unable to predict the nature or the extent of the effect on its business and earnings that fiscal or monetary policies, economic controls, or new federal or state legislation may have in the future.

Recent Economic and Legislative Developments
   
The wave of bank and thrift failures that began in late 2008 has continued throughout 2009 and 2010. Securitization of subprime, adjustable rate mortgage loans originated in the United States has been cited as contributing to a global economic recession. Other contributory factors include a pool of investors willing to tolerate the risks attached to high yield mortgage backed securities, complex investment products that were not understood by investors or auditors/examiners, and inadequate oversight. Although neither the Company nor the Bank originated or invested in subprime loans, the economic downturn has affected their ability to invest profitably and the ability of some customers to repay their loans.
    The Federal Reserve Open Market Committee reduced the federal funds rate from 4.25% at the beginning of 2008 to a range of 0.00% to 0.25% at the end of 2008. This low rate has remained through 2010. Other short-term investments have experienced similar declines. The impact on the Company is reduced interest revenues and yields on federal funds sold, debt securities, and certificates of deposit in other banks. This generally low rate environment has also driven down yields on loans.
    In the most stable economic times, the Company cannot reliably predict the effect of changing government policies on earnings, or loan and deposit levels. The impact on future results of operation of the Company and the Bank due to turbulent economic times are uncertain. Management expects this pattern of lower net interest income and higher fees associated with loan collection to continue through 2011.

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The Dodd-Frank Act
    On July 21, 2010, financial regulatory reform legislation entitled The "Dodd-Frank Wall Street Reform and Consumer Protection Act" (the "Dodd-Frank Act") was signed into law in July 2010. It implements changes in financial institution regulations that include:
    . Creation of the Consumer Financial Protection Bureau with responsibility for implementing, examining and enforcing compliance with federal consumer financial laws.
    . Changes to the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, elimination of the cap on the size of the Deposit Insurance Fund ("DIF") and an increase to the lowest level permissible for the DIF.
    . Provision of unlimited federal deposit insurance for non-interest bearing demand transaction accounts in insured depository institutions until December 31, 2012.
    . Repeal the federal regulations prohibiting the payment of interest on demand deposit accounts of businesses depositors.
    . Amendment of the Electronic Fund Transfer Act ("EFTA") to authorize the Federal Reserve to issue rules governing interchange fees charged for debit card transactions for card issuers having assets over $10 billion, and giving Federal Reserve enforcement power over a new requirement that these fees be reasonable and proportional to the actual cost of the transaction to the issuer.
  The full impact of the Dodd-Frank Act to the Company and the Bank is not known at this time. Due to the complexity of this legislation, various provisions will be effective over the coming years. Management does anticipate that revenues will be adversely impacted by the limitation of interchange fees. Although the Bank does not have assets over $10 billion, it is anticipated that smaller community banks will be forced to match the fee reductions of larger institutions with which they compete.

The Company
Bank Holding Company Act of 1956
    The Company is a bank holding company within the meaning of the federal Bank Holding Company Act of 1956 ( BHCA). Under the BHCA, the Company is subject to periodic examination by the Federal Reserve and is required to file periodic reports of its operations and such additional information as the Federal Reserve may require. The Company's and the Bank’s activities are limited to banking, managing or controlling banks, furnishing services to or performing services for its Subsidiary, or engaging in any other activity that the Federal Reserve determines to be so closely related to banking or managing and controlling banks as to be a proper incident thereto.
    Investments, Control, and Activities. With certain limited exceptions, the BHCA requires a bank holding company to obtain the prior approval of the Federal Reserve before (i) acquiring substantially all the assets of any bank, (ii) acquiring direct or indirect ownership or control of any voting shares of any bank if after such acquisition it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares), or (iii) merging or consolidating with another bank holding company.
    In addition, and subject to certain exceptions, the BHCA and the Change in Bank Control Act, together with regulations thereunder, require Federal Reserve approval (or, depending on the circumstances, no notice of disapproval) prior to any person or company acquiring "control" of a bank holding company, such as the Company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. Because the Company's Common Stock is registered under the Securities Exchange Act of 1934, under Federal Reserve regulations, control will be rebuttably presumed to exist if a person acquires at least 10% of the outstanding shares of any class of voting securities of the Company. The regulations provide a procedure for challenge of the rebuttable control presumption.
    Under the BHCA, the Company is generally prohibited from engaging in, or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in non-banking activities, unless the Federal Reserve, by order or regulation, has found those activities to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

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    Source of Strength; Cross-Guarantee. Under Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances in which the Company might not otherwise do so. The Federal Reserve may require a bank holding company to terminate an activity or relinquish control of a nonbank subsidiary if the Federal Reserve determines that such activity or control poses serious risk to the financial soundness or stability of a subsidiary bank. Further, federal bank regulatory authorities have discretion to require a bank holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institution's financial condition. The Bank may be required to indemnify, or cross-guarantee, the FDIC against losses it incurs with respect to any other bank controlled by the Company, which in effect makes the Company's equity investments in healthy bank subsidiaries available to the FDIC to assist any failing or failed bank subsidiary of the Company.

Gramm-Leach-Bliley Act
    The Gramm-Leach-Bliley Act was signed into law in 1999. Among other things, the Act repeals the restriction, contained in the Glass-Steagall Act, on banks affiliating with securities firms. The Act permits bank holding companies to engage in a statutorily provided list of financial activities, including insurance and securities underwriting and agency activities, merchant banking, and insurance company portfolio investment activities. The Act also authorizes activities that are "complementary" to financial activities. The Act is intended to grant certain powers to community banks that larger institutions have accumulated on an ad hoc basis. While it is not possible to determine the full effect that the Act has had on the Company and the Bank, one possible consequence of the Act may be increased competition from larger institutions and other types of companies.

Securities Exchange Act of 1934
    The Company’s common stock is registered with the Securities and Exchange Commission (SEC) under Section 12(g) of the Securities Exchange Act of 1934 (the Act). The Company is, therefore, subject to periodic and ad hoc information reporting, proxy solicitation rules, restrictions on insider trading, and other requirements of the Act.

Sarbanes-Oxley Act
    The Sarbanes-Oxley Act (SOX) of 2002 imposed additional disclosure requirements in the Company’s reports filed with the SEC. SOX defines new standards of independence for insiders, provides guidance for certain Board committees including the composition of those committees, and establishes corporate governance requirements.

The Bank
    General. The Bank operates as a state nonmember banking association incorporated under the laws of the State of Maryland. It is subject to examination by the FDIC and the state department of banking regulation for each state in which it has a branch. The States and the FDIC regulate or monitor all areas of the Bank’s operations, including security devices and procedures, adequacy of capitalization and loss reserves, loans, investments, borrowings, deposits, mergers, issuances of securities, payment of dividends, interest rates payable on deposits, interest rates or fees on loans, establishment or closure of branches, corporate reorganizations, maintenance of books and records, and adequacy of staff training to carry on safe lending and deposit gathering practices. The FDIC requires the Bank to maintain certain capital ratios and imposes limitations on the Bank’s aggregate investment in real estate, bank premises, and furniture and fixtures. The Bank is required by the FDIC to prepare quarterly reports on the Bank’s financial condition.
    Under provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), all insured institutions must undergo periodic on-site examination by the appropriate banking agency. The cost of examinations of insured depository institutions and any affiliates may be assessed by the agency against each institution or affiliate, as it deems necessary or appropriate. Insured institutions are required to submit annual reports to the FDIC and the appropriate agency (and state supervisor when applicable). FDICIA also directs the FDIC to develop with other appropriate agencies a method for insured depository institutions to provide supplemental disclosure of the estimated fair market value of assets and liabilities, to the extent feasible and practicable, in any balance sheet, financial statement, report of condition, or other report of any insured depository institution. FDICIA also requires the federal banking regulatory agencies to prescribe, by regulation, standards for all insured depository institutions and depository institution holding companies relating, among other things, to: (i) internal controls, information systems, and audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest rate risk exposure; and (v) asset quality.

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Transactions With Affiliates and Insiders
    The Bank is subject to Section 23A of the Federal Reserve Act, which places limits on the amount of loans or extensions of credit to, or investment in, or certain other transactions with, affiliates and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. The aggregate of all covered transactions is limited in amount, as to any one affiliate, to 10% of the Bank’s capital and surplus and, as to all affiliates combined, to 20% of the Bank’s capital and surplus. In addition, each covered transaction must meet specific collateral requirements. The Bank is also subject to Section 23B of the Federal Reserve Act which, among other things, prohibits an institution from engaging in certain transactions with certain affiliates unless the transactions are on terms substantially the same, or at least as favorable to such institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies. The Bank is subject to certain restrictions on extensions of credit to executive officers, directors, certain principal stockholders, and their related interests. Such extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties, and (ii) must not involve more than the normal risk of repayment or present other unfavorable features.

Community Reinvestment Act
    The Community Reinvestment Act requires that the Bank shall be evaluated by its primary federal regulator with respect to its record in meeting the credit needs of its local community, including low and moderate income neighborhoods, consistent with safe and sound operations. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. The Bank received a satisfactory rating in its most recent evaluation.

The Bank Secrecy Act and USA Patriot Act
    The Bank Secrecy Act of 1970 (BSA) requires financial institutions to assist federal agencies to detect and prevent money laundering by filing and/or maintaining reports of large cash transactions or other suspicious transactions involving cash. BSA is also referred to as anti-money laundering law as it is designed to detect money laundering, tax evasion, or other criminal activities.
In response to the terrorist attacks on September 11, 2001, Congress passed the Patriot Act. The Patriot Act requires that Banks prepare and retain additional records designed to assist the government in an effort to combat terrorism. The Act includes anti-money laundering and financial transparency provisions, and guidelines for verifying customer identification during account opening. The Act promotes cooperation between law enforcement, financial institutions, and financial regulators in identifying persons involved in illegal acts such as money laundering and terrorism.

Other Regulations
    Interest and certain other charges collected or contracted for by the Bank are subject to state and federal laws concerning interest rates. The Bank’s loan operations are also subject to certain federal laws applicable to credit transactions, such as the federal Truth-In-Lending Act governing disclosures of credit terms to consumer borrowers, the Real Estate Settlement Procedures Act requiring lenders to provide disclosures to consumers at various times during an applicable transaction and which outlaws kickbacks that increase the cost of settlement services, the Home Mortgage Disclosure Act of 1975 requiring financial institutions in metropolitan statistical areas to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves, the Equal Credit Opportunity Act prohibiting discrimination on the basis of race, creed, or other prohibited bases in extending credit, the Fair Credit Reporting Act of 1978 governing the use and provision of information to credit reporting agencies, the Fair Debt Collection Act governing the manner in which consumer debts may be collected by collection agencies, and the rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. The deposit operations of the Bank are subject to the Truth in Savings Act which governs disclosures of rate and fee information to consumer deposit customers, the Right to Financial Privacy Act which imposes a duty to maintain confidentiality of customers’ financial records and prescribes procedures for complying with administrative subpoenas of financial records, and the Electronic Fund Transfers Act as implemented by the Federal Reserve Board’s Regulation E which governs automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.

 

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Deposit Insurance
    The FDIC establishes rates for the payment of deposit insurance premiums by federally insured banks and thrifts. The Deposit Insurance Fund (DIF) is maintained for commercial banks and thrifts, with insurance premiums from the industry used to offset losses from insurance payouts when banks and thrifts fail. Since 1993, insured depository institutions like the Bank have paid for deposit insurance under a risk-based premium system. The Federal Deposit Insurance Reform Act of 2005 creates a revised deposit insurance assessment rate structure, effective January 1, 2007. Under this system, assessment rates are based on Risk Categories as determined by a combination of CAMELS component ratings and financial ratios. In addition to the amount paid for deposit insurance, banks are assessed an additional amount to service the interest on the bond obligations of the Financial Corporation (FICO). Any increase in deposit insurance premiums for the Bank will increase the Bank’s operating expenses, and there can be no assurance that such costs can be passed on to the Bank’s customers.
    During 2009, as a consequence of recent bank and thrift failures, the DIF fell below target levels. FDIC replenished the fund in mid-2009 by levying a special assessment on insured depository institutions. This special assessment was expensed in the second quarter of 2009. Late in 2009, additional DIF replenishment was achieved by FDIC collecting prepaid insurance premiums from insured depository institutions in an amount calculated to cover premiums for 2010 through 2012. The prepaid amount was paid in December 2009 and is being expensed in the periods to which it applies.
    The Dodd-Frank Act changes the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, elimination of the cap on the size of the Deposit Insurance Fund ("DIF") and an increase to the lowest level permissible for the DIF. Management does not anticipate that the change of assessment base will have a material impact on earnings.

Dividends
   
The principal source of the Company's cash revenues comes from dividends received from the Bank. The amount of dividends that may be paid by the Bank to the Company depends on the Bank's earnings and capital position and is limited by federal and state laws, regulations, and policies. The Federal Reserve has stated that bank holding companies should refrain from or limit dividend increases or reduce or eliminate dividends under circumstances in which the bank holding company fails to meet minimum capital requirements or in which earnings are impaired.
    The Company's ability to pay any cash dividends to its stockholders in the future will depend primarily on the Bank's ability to pay dividends to the Company. In order to pay dividends to the Company, the Bank must comply with the requirements of all applicable laws and regulations. Under Maryland law, the Bank must pay a cash dividend only from the following, after providing for due or accrued expenses, losses, interest, and taxes: (i) its undivided profits, or (ii) with the prior approval of the Department of Financial Regulation, its surplus in excess of 100% of its required capital stock. Under FDICIA, the Bank may not pay a dividend if, after paying the dividend, the Bank would be undercapitalized. See "Capital Regulations" below. See Item 5 for a discussion of dividends paid by the Company in the past three years.
    In addition to the availability of funds from the Bank, the future dividend policy of the Company is subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, financial condition, cash needs, and general business conditions. The amount of dividends that might be declared in the future presently cannot be estimated and it cannot be known whether such dividends would continue for future periods.

 

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Capital Regulations
   
The federal bank regulatory authorities have adopted risk-based capital guidelines for banks and bank holding companies that are designed to make regulatory capital requirements more sensitive to differences in risk profile among banks and bank holding companies, account for off-balance sheet exposure, and minimize disincentives for holding liquid assets. The resulting capital ratios represent qualifying capital as a percentage of total risk-weighted assets and off-balance sheet items. The guidelines are minimums, and the regulators have noted that banks and bank holding companies contemplating significant expansion programs should not allow expansion to diminish their capital ratios and should maintain ratios well in excess of the minimums.
    Current guidelines require bank holding companies and federally regulated banks to maintain a minimum ratio of total risk-based capital to risk-weighted assets equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1 capital includes common stockholders' equity before the unrealized gains and losses on securities available for sale, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, but excludes goodwill and most other intangibles, and excludes the allowance for loan losses. Tier 2 capital includes the excess of any preferred stock not included in Tier 1 capital, mandatory convertible securities, hybrid capital instruments, subordinated debt and intermediate term-preferred stock, and general reserves for loan losses up to 1.25% of risk-weighted assets. Total capital is the sum of Tier 1 plus Tier 2 capital. The federal bank regulatory authorities have also implemented a leverage ratio, which is Tier 1 capital as a percentage of average total assets less intangibles, to be used as a supplement to the risk-based guidelines. The principal objective of the leverage ratio is to place a constraint on the maximum degree to which a bank holding company may leverage its equity capital base. The minimum required leverage ratio for top-rated institutions is 4%, but most institutions are required to maintain an additional cushion of at least 100 to 200 basis points.
    FDICIA established a new capital-based regulatory scheme designed to promote early intervention for troubled banks and requires the FDIC to choose the least expensive resolution of bank failures. The new capital-based regulatory framework contains five categories for compliance with regulatory capital requirements, including "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." To qualify as a "well capitalized" institution, a bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of no less than 6%, and a total risk-based capital ratio of no less than 10%, and the bank must not be under any order or directive from the appropriate regulatory agency to meet and maintain a specific capital level. As of December 31, 2010, the Company and the Bank were qualified as "well capitalized." For further discussions, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Capital."

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Item 1A. Risk Factors
   
The Company and the Bank are subject to various types of risk during the normal conduct of business. Investors should consider these risks and their possible consequences when making a decision to invest in the stock of the Company. Any of these risks could adversely affect the Company’s results of operation and financial condition causing the market price of the Company’s stock to decline.
    Following are descriptions of the significant categories of risk most relevant to the Company. The risks described below are not the only ones that apply to the Company. Management may not be aware of some risks and may judge others to be unlikely to have a material effect on the Company or the Bank. In the opinion of management, there has been no material increase in any level of risk incurred by the Company or the Bank during the period covered by this report.

The Company may be adversely affected by conditions in the economy and financial markets.
    The Company’s asset quality and earnings are affected by general economic conditions. The Company relies on loan demand to generate earning assets that are the source of most of its revenues. While the regional and national economic recession which deepened throughout 2008 appears to have bottomed in 2009, the banking industry continues to endure adverse consequences. Borrowing customers have experienced both loss of income and declines in the value of their homes and businesses. As borrowers experience hardships that affect their ability to repay loans, the Bank experiences atypically high delinquencies, loan charge-offs, collateral repossessions, and mortgage foreclosures.
    Management expects unfavorable market conditions to continue to depress earnings for at least another year resulting in slower than usual growth in capital.

The Company is exposed to lending risks including those related to asset quality and regulatory compliance.
    The primary source of revenue for the Company and the Bank is lending. During the ongoing economic downturn which began in 2008, the Company has suffered historically high levels of delinquencies, troubled debt restructuring, and loan losses. Management expects high levels of delinquencies and loan losses to continue through 2011. For further discussion, see the section of Management's Discussion and Analysis of Financial Condition and Results of Operation titled Composition of the Loan Portfolio.
    The banking regulations governing disclosures on loan originations, collections, and foreclosures are complex and change frequently. Failure to comply with applicable laws and regulations could result in penalties or other enforcement actions against the Company.

The Company’s allowance for loan losses may be underestimated.
    The Company’s earnings may suffer from the failure of borrowers to fulfill their contractual commitment to the Bank. This risk encompasses the potential loss on a particular loan as well as the potential for loss from a group of related loans. The Bank provides for loan losses through an allowance for loan loss, which represents management’s estimate of inherent and specifically identified losses in the Bank’s loan portfolio. If the allowance for loan losses is not adequate, loan losses will reduce earnings and capital. For further discussion, see the section of Management's Discussion and Analysis of Financial Condition and Results of Operation titled Loan Quality and the Allowance for Loan Losses.

The Company may have reduced earnings due to interest-rate risk caused by market conditions.
    The primary source of income for the Company is net interest income, which is the difference between revenue on interest-earning assets, such as investment securities and loans, and interest expense incurred on interest-bearing sources of funds, such as deposits and borrowings. Monetary policy and actions of the Board of Governors of the Federal Reserve System exert strong influence over the rates the Company can earn on loans or investment securities. Competitive pressures also factor into the rates the company pays on deposits or other borrowings. If the rates on interest-bearing deposits and other borrowings increase faster than the rates on loans and investments, the result could be a decline in earnings. The same result could occur if rates on loans and investments fell faster than rates on deposits and other borrowings. For further discussion, see the Net Interest Income section of Management's Discussion and Analysis of Financial Condition and Results of Operation.

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The Company’s internal controls or transactional procedures may fail or be circumvented.
    Management maintains a system of policies, procedures, checks and balances known as "internal controls." Internal controls are designed to ensure the likelihood of meeting corporate goals of accuracy, efficiency and legal compliance. A failure of internal controls could have an adverse effect on the Company’s reputation, results of operations, and financial condition.
    The Company’s procedures for completion of various transactions and operating processes include system automation, employee training and integrity, and procedural instructions. Problems with service or product delivery may adversely impact the Company’s reputation, results of operations, and financial condition.

The Company and the Bank could fail to comply with complex laws, regulations, and supervisory guidance.
    Compliance risk is the risk to earnings or capital from noncompliance with federal and state laws, rules, and regulations. Compliance risk is often the greatest risk a bank faces regardless of its size or products. Compliance is subject to examination by federal and state bank regulators. A significant failure of compliance could result in monetary fines or penalties, restriction of banking or corporate activities, and damage to the Company’s reputation.

The Company’s reputation could be damaged.
    As a community bank, community and customer relations are critical to the Bank’s success. Anything that would impair that reputation poses a significant risk and could have an adverse effect on earnings as well as the ability to generate business.

The Company’s failure to make sound business decisions or to plan for future events could impair earnings or capital.
    The Company’s Strategic Plan is general in nature, emphasizing customer service and profitability as its mission and profitability as its primary objective. The Plan mentions basic loan underwriting criteria as a foundation for asset quality. It includes sections on management succession and community involvement. If the plan is wrong or improperly implemented, the Company’s earnings or capital may be adversely affected.

- 11 -

 

 

Item 1B. Unresolved Staff Comments

    None.

 

Item 2. Properties

    The Company has ten branch locations, all of which are owned by the Company or the Bank. The Bank leases the land on which the East Berlin branch is located. The locations are described as follows:

Office Location Square Footage
Main Office, Berlin 24 North Main Street, Berlin, Maryland 21811 24,229
East Berlin Office 10524 Old Ocean City Boulevard, Berlin, Maryland 21811 1,500
20th Street Office 100 20th Street, Ocean City, Maryland 21842 3,100
Ocean Pines Office 11103 Cathell Road, Berlin, Maryland 21811 2,420
Mid-Ocean City Office 9105 Coastal Highway, Ocean City, Maryland 21842 1,984
North Ocean City Office 14200 Coastal Highway, Ocean City, Maryland 21842 2,545
West Ocean City Office 9923 Golf Course Road, Ocean City, Maryland 21842 2,496
Pocomoke Office 2140 Old Snow Hill Road, Pocomoke, Maryland 21851 2,624
Snow Hill Office 108 West Market Street, Snow Hill, Maryland 21863 3,773
Ocean View, Delaware Office 50 Atlantic Avenue, Ocean View, Delaware 19970 4,900

    The Berlin office is the centralized location for the Company and the Bank. Executive offices, loan processing, proof, bookkeeping, and the computer department are housed there. Most branches have a manager who also serves as a loan officer. All offices participate in normal day-to-day banking operations. The Company operates automated teller machines in all branches and at one non-branch location in a local hospital.

Item 3. Legal Proceedings

(a)  There are no material pending legal proceedings to which the Company or the Bank or any of their properties are subject.
(b)  No proceedings were terminated during the fourth quarter of the fiscal year covered by this report.

Item 4. (Removed and Reserved).

 

 

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    The Company's Articles of Incorporation, as amended, authorize it to issue up to 10,000,000 shares of common stock.
    As of February 28, 2011 there were approximately 1,025 stockholders of record and 3,000,508 shares of Common Stock issued and outstanding. All outstanding shares of common stock of the Company are entitled to share equally in dividends from funds legally available, when, as, and if declared by the Board of Directors. The Company paid or declared dividends of $.91 per share in 2010, $.90 per share in 2009, and $2.15 per share in 2008. Included in 2008 was a special cash dividend of $1.30 per share which is not expected to be an annual event.

    The following table presents high and low bid information obtained from the Over the Counter Bulletin Board and from other trades known to management of the Company. Because transactions in the Company’s common stock are infrequent and are often negotiated privately between the persons involved in those transactions, actual prices may be higher or lower than those included in this table. Additionally, the number of shares traded at high or low prices may vary significantly. There is no established public trading market in the stock, and there is no likelihood that a trading market will develop in the near future.

  2010   2009
Sales price per share High Low   High Low
First quarter  $          36.00  $          32.00    $          39.00  $          35.50
Second quarter  $          42.00  $          29.00    $          42.00  $          32.25
Third quarter  $          42.00  $          29.00    $          36.00  $          32.00
Fourth quarter  $          40.00  $          26.00    $          36.00  $          32.00

    The Company publicly announced on August 14, 2003, that it would repurchase up to 10% of its outstanding equity stock at that time. As of January 1, 2005, and again on May 18, 2007, this plan was renewed by public announcement, making up to 10% of the Company’s outstanding equity stock available for repurchase at the time of each renewal. On January 13, 2010, as part of its capital planning, the Board of Directors voted to temporarily suspend the stock buy-back program. On February 9, 2011, the Board of Directors voted to suspend this program indefinitely.
    There is no set expiration date for this program. No other stock repurchase plan or program existed or exists simultaneously, nor has any other plan or program expired during the period covered by this table. Common shares repurchased under this plan are retired. From its inception through December 31, 2009, 239,492 shares were retired under this program. No shares were retired during 2010.

 

 

- 13 -

 

 

 

Item 6. Selected Financial Data

    The following table presents selected financial data for the five years ended December 31, 2010.

  2010 2009 2008 2007 2006
  (Dollars in thousands, except for per share data)
At Year End          
Total assets $406,148 $393,528 $372,603 $369,146 $369,512
Total deposits $326,778 $312,648 $292,459 $288,944 $290,325
Total loans, net of unearned income and          
   allowance for loan losses $237,001 $240,062 $241,431 $238,076 $233,231
Total stockholders' equity $74,195 $72,278 $72,283 $74,476 $71,381
Common shares issued and outstanding       3,000,508       3,000,508       3,048,397       3,102,510       3,149,356
           
For the Year          
Average total assets $401,060 $386,038 $366,900 $372,006 $377,211
Average stockholders' equity $73,733 $71,898 $73,726 $72,569 $69,268
Net interest income $15,377 $15,360 $15,978 $17,032 $16,963
Net income $5,197 $5,110 $6,059 $7,297 $7,400
Cash dividend $2,730 $2,704 $6,566 $2,485 $2,368
           
Per share data          
Book value $24.73 $24.09 $23.71 $24.01 $22.67
Net income $1.73 $1.69 $1.97 $2.33 $2.33
Cash dividends declared $0.91 $0.90 $2.15 $0.80 $0.75
           
Other ratios          
Return on average assets 1.30% 1.32% 1.65% 1.96% 1.96%
Return on average equity 7.05% 7.11% 8.22% 10.05% 10.68%
Dividend payout ratio 52.60% 53.25% 109.14% 34.33% 32.19%
Average equity to average assets ratio 18.38% 18.62% 20.09% 19.51% 18.36%

 

 

- 14 -

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
   
The following discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's financial statements and related notes and other statistical information included in this report.

Critical Accounting Policies
   
The Company’s financial condition and results of operations are sensitive to accounting measurements and estimates of inherently uncertain matters. When applying accounting policies in areas that are subjective in nature, management uses its best judgment to arrive at the carrying value of certain assets. One of the most critical accounting policies applied is related to the valuation of the loan portfolio.
    The allowance for loan losses (ALLL) represents management’s best estimate of inherent probable losses in the loan portfolio as of the balance sheet date. It is one of the most difficult and subjective judgments. The adequacy of the allowance for loan losses is evaluated no less than quarterly. The determination of the balance of the allowance for loan losses is based on management’s judgments about the credit quality of the loan portfolio as of the review date. It should be sufficient to absorb losses in the loan portfolio as determined by management’s consideration of factors including an analysis of historical losses, specific reserves for non-performing or past due loans, delinquency trends, portfolio composition (including segment growth or shifting of balances between segments, products and processes, and concentrations of credit, both regional and by relationship), lending staff experience and changes, critical documentation and policy exceptions, risk rating analysis, interest rates and the competitive environment, economic conditions in the Bank’s service area, and results of independent reviews, including audits and regulatory examinations.

Overview
   
Consolidated income of the Company is derived primarily from operations of the Bank. Net income for 2010 was $5,196,779 compared to $5,109,609 for 2009, and $6,059,217 for 2008. The Company had a return on average equity of 7.05% and return on average assets of 1.30% for 2010, compared to returns on average equity of 7.11% and 8.22%, and returns on average assets of 1.32% and 1.65%, for 2009 and 2008, respectively.

Results of Operations
    The Company’s net income of $5,196,779, or $1.73 per share, for the year ended December 31, 2010, was an increase of $87,170 (1.71%) from net income of $5,109,609, or $1.69 per share, for the year ended December 31, 2009. Contributing to this increase was increased noninterest revenue of $88,827 and a $231,698 reduction of noninterest expense, partially offset by an increase of $162,000 in the provision for loan losses. These factors are discussed further in the following pages.
    The Company’s net income of $5,109,609, or $1.69 per share, for the year ended December 31, 2009, was a decrease of $949,608 (15.67%) from net income of $6,059,217, or $1.97 per share, for the year ended December 31, 2008. Contributing to this decrease was a $618,834 (3.87%) decrease in net interest income, a $232,474 (37.65%) increase in the provision for loan losses, a $48,564 (2.38%) decrease in noninterest revenue, and a $561,304 (7.06%) increase in noninterest expense, offset by a $511,568 (15.11%) reduction in income tax expense. These factors are discussed further in the following pages.
    The Company’s net income of $958,654 or $.32 per share, for the quarter ended December 31, 2010, decreased by $149,440 (13.49%) from the net income of $1,108,094 or $.37 per share, for the quarter ended December 31, 2009. The primary reason for the decrease was lower net interest income, which decreased $127,323 from fourth quarter 2009 to 2010.
    The Company’s net income of $1,108,094 or $.37 per share, for the quarter ended December 31, 2009, was a modest increase of $20,155 (1.85%) from the net income of $1,087,939 or $.36 per share, for the quarter ended December 31, 2008. A lower quarterly provision for loan loss, the primary reason for the decrease, resulted from management’s assessment of the quality of the loan portfolio at the reporting date. See "Loan Quality and the Allowance for Loan Losses" for additional related disclosure and discussion.

 

- 15 -

 

Net Interest Income
    The primary source of income for the Company is net interest income, which is the difference between revenue on interest-earning assets, such as investment securities and loans, and interest expense incurred on interest-bearing sources of funds, such as deposits and borrowings. The level of net interest income is determined primarily by the average balances of interest-earning assets and the Company’s funding sources, such as deposits and securities sold under agreements to repurchase, and the rate spreads between interest-earning assets and funding sources. Changes in net interest income from period to period result from increases or decreases in the volume of interest-earning assets and interest-bearing liabilities, and increases or decreases in the average rates earned and paid on such assets and liabilities. The volume of interest-earning assets and interest-bearing liabilities is affected by the ability to manage the earning-asset portfolio, which includes loans, and the availability of particular sources of funds, such as noninterest-bearing deposits.
    The key performance measure for net interest income is the "net margin on interest-earning assets," or net interest income divided by average interest-earning assets. The Company's net interest margin for 2010 on a non-GAAP tax-equivalent basis was 4.26%, compared to 4.38% and 4.77% for 2009 and 2008, respectively. Because most of the Bank’s loans are written with a demand feature, the income of the Bank should not change dramatically as interest rates change. Management of the Company expects to maintain the net margin on interest-earning assets. The net margin may decline, however, if competition increases, loan demand decreases, the volume of nonaccruing loans increases, or the cost of funds rises faster than the return on loans and securities. Although such expectations are based on management's judgment, actual results will depend on a number of factors that cannot be predicted with certainty, and fulfillment of management's expectations cannot be assured. In recent years, nonaccruing loan volume has increased as the Bank feels the consequences of a prolonged economic downturn during which many borrowers have experienced financial distress.
    The following tables present information including average balances of interest-earning assets and interest-bearing liabilities, the amount of related interest income and interest expense, and the resulting yields by category of interest-earning asset and interest-bearing liability. In these tables, dividends and interest on tax-exempt securities and loans are reported on a fully taxable equivalent basis, which is a non-GAAP measure as defined in SEC Regulation G and Item 10 of SEC Regulation S-K. Management believes that these measures provide better yield comparability as a tool for managing net interest income.

- 16 -

   
Average Balances, Interest, and Yields
(Dollars stated in thousands)
For the Year Ended For the Year Ended For the Year Ended
December 31, 2010 December 31, 2009 December 31, 2008
Average     Average     Average    
Balance Interest Yield Balance Interest Yield Balance Interest Yield
Assets                  
Federal funds sold  $  35,853  $        66 0.18%  $  33,355  $        67 0.20%  $  36,328  $      732 2.02%
Interest-bearing deposits 9,582 49 0.52% 12,227 158 1.30% 9,659 325 3.37%
Investment securities:                  
  U. S. Treasury 63,485 1,134 1.80% 56,949 1,498 2.63% 44,359 1,902 4.29%
  U. S. Government Agency 8,497 100 1.18% 9,926 199 2.00% 10,330 468 4.53%
  State and municipal 4,425 81 1.83% 2,541 72 2.83% 1,359 65 4.82%
  Other        1,934            66 3.40%        1,934            92 4.77%        1,934          109 5.64%
   Total investment securities      78,341       1,381 1.76%      71,350       1,861 2.61%      57,982       2,544 4.39%
Loans:                  
  Commercial 18,241 1,208 6.62% 21,104 1,338 6.34% 24,272 1,628 6.71%
  Mortgage 223,980 14,719 6.57% 218,800 14,617 6.68% 212,104 14,917 7.03%
  Consumer        1,968          161 8.16%        2,191          181 8.24%        2,497          206 8.23%
   Total loans 244,189 16,088 6.59% 242,095 16,136 6.67% 238,873 16,751 7.01%
Allowance for loan losses           739               725               237    
   Total loans, net of allowance    243,450     16,088 6.61%    241,370     16,136 6.69%    238,636     16,751 7.02%
Total interest-earning assets 367,226     17,584 4.79% 358,302     18,222 5.09% 342,605     20,352 5.94%
Noninterest-bearing cash 18,157     13,634     10,906    
Premises and equipment 6,421     6,546     6,391    
Other assets        9,256            7,556            6,998    
        Total assets  $401,060      $386,038      $366,900    
Interest-bearing deposits                  
  NOW   $  57,230          223 0.39%  $  50,932          138 0.27%  $  48,624          201 0.41%
  Money market 38,434 191 0.50% 34,946 189 0.54% 32,070 305 0.95%
  Savings 48,178 219 0.45% 44,648 221 0.50% 41,667 309 0.74%
  Other time      99,531       1,277 1.28%      99,614       1,958 1.97%      90,596       3,149 3.48%
Total interest-bearing deposits 243,373 1,910 0.78% 230,140 2,506 1.09% 212,957 3,964 1.86%
Securities sold under agreements                  
  to repurchase 6,256 31 0.50% 6,527 32 0.50% 4,792 53 1.11%
Borrowed funds             34              2 6.71%             60              4 6.21%             85              5 6.14%
Total interest-bearing liabilities 249,663 1,943 0.78% 236,727 2,542 1.07% 217,834 4,022 1.85%
Noninterest-bearing deposits      77,085               -         76,666               -         74,262               -   
326,748       1,943 0.59% 313,393       2,542 0.81% 292,096       4,022 1.38%
Other liabilities           579               747            1,078    
Stockholders' equity      73,733          71,898          73,726    
        Total liabilities and                  
        stockholders' equity  $401,060      $386,038      $366,900    
Net interest spread     4.01%     4.01%     4.09%
Net interest income    $ 15,641      $ 15,680      $ 16,330  
Net margin on interest-earning assets   4.26%     4.38%     4.77%
               
Tax equivalent adjustment included in:                
    Investment income    $      116      $      147      $      183  
    Loan income    $      158      $      173      $      169  

 

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Average Balances, Interest, and Yields
(Dollars stated in thousands)
For the Year Ended For the Year Ended
December 31, 2007 December 31, 2006
Average     Average    
Balance Interest Yield Balance Interest Yield
Assets            
Federal funds sold  $  37,826  $   1,919 5.07%  $  22,547  $   1,137 5.04%
Interest-bearing deposits 3,494 168 4.82% 2,173 79 3.62%
Investment securities:            
  U. S. Treasury 55,061 2,636 4.79% 71,441 2,614 3.66%
  U. S. Government Agency 6,568 310 4.73% 13,378 398 2.98%
  State and municipal 2,397 95 3.97% 7,443 219 2.94%
  Other        1,927          101 5.27%        1,900          102 5.38%
   Total investment securities      65,953       3,142 4.77%      94,162       3,333 3.54%
Loans:            
  Commercial 23,812 1,691 7.10% 23,804 1,711 7.19%
  Mortgage 208,936 14,870 7.12% 200,588 14,020 6.99%
  Consumer        2,465          206 8.37%        2,491          206 8.28%
   Total loans 235,213 16,767 7.13% 226,883 15,937 7.02%
Allowance for loan losses           199               211    
   Total loans, net of allowance    235,014     16,767 7.13%    226,672     15,937 7.03%
Total interest-earning assets 342,287     21,996 6.43% 345,554     20,486 5.93%
Noninterest-bearing cash 16,179     17,694    
Premises and equipment 6,548     6,605    
Other assets        6,992            7,358    
        Total assets  $372,006      $377,211    
Interest-bearing deposits            
  NOW   $  51,297          183 0.36%  $  57,052          141 0.25%
  Money market 33,590 317 0.94%      41,810          335 0.80%
  Savings 44,137 327 0.74% 47,812 285 0.60%
  Other time      84,867       3,789 4.46%      68,359       2,414 3.53%
Total interest-bearing deposits 213,891 4,616 2.16% 215,033 3,175 1.48%
Securities sold under agreements            
  to repurchase 4,248 29 0.69% 5,878 40 0.68%
Borrowed funds           109              7 6.10%           145              8 5.73%
Total interest-bearing liabilities 218,248 4,652 2.13% 221,056 3,223 1.46%
Noninterest-bearing deposits      79,807               -         84,380               -   
298,055       4,652 1.56% 305,436       3,223 1.06%
Other liabilities        1,382            2,507    
Stockholders' equity      72,569          69,268    
        Total liabilities and            
        stockholders' equity  $372,006      $377,211    
Net interest spread     4.30%     4.47%
Net interest income  $ 17,344      $ 17,263  
Net margin on interest-earning assets   5.07%     5.00%
         
Tax equivalent adjustment included in:          
    Investment income    $      191      $      231  
    Loan income    $      121      $        69  

 

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Analysis of Changes in Net Interest Income
(Dollars stated in thousands)
           
  Year ended December 31, Year ended December 31,
  2010 compared with 2009 2009 compared with 2008
  variance due to variance due to
  Total Rate Volume Total Rate Volume
Interest-earning assets            
  Federal funds sold               (1)               (6)                5           (665)           (605)             (60)
  Interest-bearing deposits           (109)             (75)             (34)           (167)           (254)              87
  Investment securities:            
    U. S. Treasury           (364)           (536)            172           (404)           (944)            540
    U. S. Government Agency              (99)             (70)             (29)           (269)           (251)             (18)
    State and municipals                9             (44)               53                7             (50)              57
    Other             (26)             (26)                 -             (17)             (17)                 -
  Loans:            
    Commercial           (130)              52          (182)          (290)            (77)          (213)
    Mortgage            102           (244)           346         (300)          (771)           471
    Consumer             (20)               (2)            (18)            (25)                -            (25)
        Total interest revenue           (638)           (951)           313       (2,130)       (2,969)           839
             
Interest-bearing liabilities            
  NOW              85              68              17             (63)             (73)              10
  Money market                2             (17)              19           (116)           (143)              27
  Savings               (2)             (19)              17             (88)           (110)              22
  Other time deposits           (681)           (679)               (2)        (1,191)        (1,504)            313
  Other borrowed funds               (3)                 -               (3)             (22)             (39)              17
        Total interest expense           (599)           (647)              48        (1,480)        (1,869)            389
             
Net interest income             (39)           (304)            265           (650)        (1,100)            450

In the preceding table, the variance that is both rate and volume related is reported with the rate variance.

Composition of the Loan Portfolio
   
Because loans are expected to produce higher yields than investment securities and other interest-earning assets (assuming that loan losses are not excessive), the absolute volume of loans and the volume as a percentage of total earning assets is an important determinant of net interest margin. Average loans, net of the allowance for loan losses, were $243,450,000, $241,370,000, and $238,636,000, during 2010, 2009, and 2008, respectively, which constituted 66.29%, 67.36%, and 69.65% of average interest-earning assets for the periods. The Company’s ratio of net loans to deposits was 72.53, 76.78%, 82.55%, at December 31, 2010, 2009, and 2008, respectively. Average net loans to average deposits were 75.97%, 78.67%, and 83.09%, for 2010, 2009, and 2008. The decrease in the average loan to deposit ratio from 2009 to 2010 is attributable to continued deposit growth which is relatively greater than loan growth in the same period. The decrease in the average loan to deposit ratio from 2008 to 2009 is attributable to 1.15% growth in the average loan portfolio relative to 6.82% growth in average deposits during 2009.
    The average balance table above reveals a 5-year pattern of growth in loan balances. Despite the challenges posed by general economic conditions since 2008, the Bank has continued to fund loans in a manner consistent with the Company’s philosophy of safe and sound practice. The Bank does not engage in risky lending practices such as subprime mortgages, high loan-to-value lending, or teaser rate lending.

- 19 -

    The Bank extends loans primarily to customers located in and near Worcester County, Maryland and Sussex County, Delaware. Although the portfolio is diversified, its performance may be influenced by regional economic conditions. The Company has a substantial portion of its loans in real estate and performance will be influenced by the real estate market in the region. Additionally, the coastal geography is subject to catastrophic storms. The local agricultural and fishing community is subject to adverse weather conditions throughout their productive seasons. There is no adverse weather condition at the time of the valuation.
    As of December 31, 2010, the Bank had approximately $43.9 million in secured and unsecured loans and unfunded lines to borrowers in the hospitality industry, including hotels, motels, and other rentals. Ocean City MD, the state’s only ocean resort, is located in the Bank’s market area. During summer months, Ocean City becomes Maryland’s second largest city through a seasonal population growth averaging 250,000. If tourism in the resort area falls off due to the current recession, this industry may encounter cash flow challenges. Management closely monitors this situation and works with customers to assure timely repayment of seasonal working capital lines. As of December 31, 2010, none of the 51 accounts comprising this concentration are past due 30 days or more.
    Since mid-2007, general economic conditions have caused a widespread decline in real estate values and an increase in time to market many properties. Conservative underwriting practices have somewhat insulated the Bank from the adverse consequences such as loan losses and foreclosures. Management monitors fluctuations in the value of real estate held as collateral and, if deemed necessary, obtains additional collateral to limit the Bank’s loss exposure; still the adverse effects on many of the Bank’s customers have become apparent in increased loan delinquencies. The Bank experienced higher than usual loan losses and nonaccrual classifications of loans from 2008 through 2010. Management believes that loan delinquency and losses are trailing indicators of economic weakness and expects 2011 to bring continued challenges to borrowers resulting in delinquencies and losses to the Bank.
    The following table sets forth the composition of the Company's loan portfolio for each of the five most recent year ends.

 

Composition of the Loan Portfolio Stated in Dollars and Percentages
2010 2009 2008 2007 2006  
     Real estate mortgages            
       Construction, land development,            
          and land  $     21,792,060  $     21,952,873  $     30,330,261  $     38,230,033  $     37,331,256  
       Residential 1 to 4 family         92,592,277         94,757,873         95,203,258         87,327,448         88,599,071  
       Second mortgages           1,660,805           2,460,550           2,952,418           3,287,734           2,395,178  
       Commercial properties       104,560,765       102,476,713         89,302,549         84,568,665         79,484,039  
     Commercial         15,662,957         16,915,476         21,990,067         22,283,007         23,264,997  
     Consumer           1,715,533           2,136,145           2,359,513           2,574,916           2,352,660  
           Total loans 237,984,397 240,699,630 242,138,066 238,271,803 233,427,201  
     Less allowance for loan losses              983,178              637,761              707,152              195,525              196,083  
           Loans, net  $   237,001,219  $   240,061,869  $   241,430,914  $   238,076,278  $   233,231,118  
           
     Real estate mortgages            
       Construction, land development,            
          and land 9.16% 9.12% 12.53% 16.04% 15.99%  
       Residential 1 to 4 family 38.91% 39.37% 39.32% 36.66% 37.95%  
       Second mortgages 0.70% 1.02% 1.22% 1.38% 1.03%  
       Commercial properties 43.93% 42.57% 36.88% 35.49% 34.05%  
     Commercial 6.58% 7.03% 9.08% 9.35% 9.97%  
     Consumer 0.72% 0.89% 0.97% 1.08% 1.01%  
           Total loans 100.00% 100.00% 100.00% 100.00% 100.00%  

 

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    The following table sets forth the maturity distribution, classified according to sensitivity to changes in interest rates, for selected components of the Company's loan portfolio as of December 31, 2010.

Loan Maturity Schedule and Sensitivity to Changes in Interest Rates
December 31, 2010
    Over one    
  One year through Over five  
  or less five years years Total
     Real estate mortgages        
       Construction, land development,        
          and land  $     21,792,060  $                    -    $                    -    $     21,792,060
       Residential 1 to 4 family         92,635,944                          -                          -         92,635,944
       Second mortgages           1,660,805                          -                          -           1,660,805
       Commercial properties       102,578,171                          -                          -       102,578,171
     Commercial         14,968,956           1,614,971           1,012,524         17,596,451
     Consumer              724,887              785,211              210,868           1,720,966
   $   234,360,823  $       2,400,182  $       1,223,392  $   237,984,397
         
     Fixed interest rate  $       5,067,729  $       2,400,182  $       1,223,392  $       8,691,303
     Variable interest rate (or demand)       229,293,094                    -                        -           229,293,094
           Total   $   234,360,823  $       2,400,182  $       1,223,392  $   237,984,397

 

As of December 31, 2010, $229,293,094 or 96.35% of total loans were either variable rate loans or loans written on demand.

    The Company has the following commitments, lines of credit, and letters of credit outstanding as of December 31, 2010, 2009, and 2008, respectively.

  2010 2009 2008
       Construction and land development loans  $     8,569,169  $   10,231,711  $   15,218,812
       Other loan commitments       21,164,229       19,038,506       22,245,089
       Standby letters of credit         1,590,367         1,907,736         1,921,878
                Total  $   31,323,765  $   31,177,953  $   39,385,779

 

    Loan commitments are agreements to lend to customers as long as there is no violation of any conditions to the contracts. Loan commitments generally have interest at current market rates, fixed expiration dates, and may require the payment of a fee. Letters of credit are commitments issued to guarantee the performance of a customer to a third party. Loan commitments and letters of credit are made on the same terms, including collateral, as outstanding loans. The Company's exposure to loss in the event of nonperformance by the borrower is represented by the contract amount of the commitment.

Loan Quality and the Allowance for Loan Losses
    The allowance for loan losses represents an amount which management believes to be adequate to absorb identified and inherent losses in the loan portfolio as of the balance sheet date. Valuation of the allowance is completed no less than quarterly. The determination of the allowance is inherently subjective as it relies on estimates of potential loss related to specific loans, the effects of portfolio trends, and other internal and external factors.
    The ALLL consists of (i) formula-based reserves comprised of potential losses in the balance of the loan portfolio segmented into homogeneous pools, (ii) specific reserves comprised of potential losses on loans that management has identified as impaired and (iii) unallocated reserves. Unallocated reserves are not associated with a specific portfolio segment or a specific loan, but may be appropriate if properly supported and in accordance with GAAP. Management anticipates having low levels of unallocated reserves in future years, as discussed in conjunction with the table titled Allocation of the Allowance for Loan Losses, below.

 

- 21 -

    The Company evaluates loan portfolio risk for the purpose of establishing an adequate allowance for loan losses. In determining an adequate level for the formula-based portion of the ALLL, management considers historical loss experience for major types of loans. Homogenous categories of loans were evaluated based on loss experience in recent years, applied to the current portfolio. This formulation gives weight to portfolio size and loss experience for categories of real-estate secured loans (i.e. real estate – construction and real estate – mortgage), other loans to commercial borrowers, and other consumer loans. However, historical data may not be an accurate predictor of loss potential in the current loan portfolio.
    Management also evaluates trends in delinquencies, the composition of the portfolio, concentrations of credit, and changes in lending products, processes, or staffing. Management further considers external factors such as the interest rate environment, competition, current local and national economic trends, and the results of recent independent reviews by auditors and banking regulators. The protracted slow-down in the real-estate market has affected both the price and time to market residential and commercial properties. Management closely monitors such trends and the potential effect on the Company. The impact of the current adverse economic conditions is reflected in historically high losses and provisions for loan loss in 2008, 2009 and 2010.
    Management has also adopted a risk rating system which gives weight to collateral status (secured vs. unsecured), and to the absence or improper execution of critical contract or collateral documents. Unsecured loans and those loans with critical documentation exceptions, as defined by management, are considered to have greater loss exposure. Management incorporates these factors in the formula-based portion of the ALLL. Additionally, consideration is given to those segments of the loan portfolio which management deems to pose the greatest likelihood of loss. In an economic downturn, such as the region has experienced since late 2007, management believes there is increased likelihood of loss in unsecured loans - commercial and consumer, and in secured consumer loans. Reserves for these segments of the portfolio are included in the formula-based portion of the ALLL.
    As the real estate market continues to languish, management continually evaluates the adequacy of collateral on loans where it appears the borrower is having difficulty servicing their debt, taking additional available collateral if prudent. The Bank foreclosed on mortgages during 2009 and 2010, and expects more foreclosures in 2011. Foreclosure may result in loan losses, costs to hold real estate acquired in foreclosure, and losses on the sale of real estate acquired in foreclosure. Management is unable to estimate the financial consequence of future foreclosure activity.
    In determining an adequate level for the specific reserve portion of the ALLL, management reviews the current portfolio giving particular consideration to problem loans. The allowance may include reserves for specific loans identified as impaired during management's loan review or the Company’s independent loan review or internal audit functions. For significant problem loans, management's review consists of evaluation of the financial strengths of the borrowers and guarantors, the related collateral, and the effects of economic conditions. Management prepares a Watch List of troubled loans for review by the Board of Directors at their monthly meeting.
    The provision for loan losses is a charge to earnings in the current period to replenish the allowance and maintain it at a level management has determined to be adequate. The allowance is increased by current period provisions and by recoveries of amounts previously charged-off. The allowance is decreased when loans are charged-off as losses, which occurs when they are deemed to be uncollectible. Adjustments are made to bring the balance in the allowance to the level established by application of management’s allowance methodology, and may result in an increase or decrease to expense. Provisions for loan losses of $1,012,000, $850,000, and $617,526 were recorded in 2010, 2009, and 2008, respectively. No provision for loan losses was made in 2007 or 2006.
    Management considers the December 31, 2010 allowance appropriate and adequate to absorb identified and inherent losses in the loan portfolio. As of December 31, 2010, management had not identified any loans which were anticipated to be fully charged-off within the next 12 months. There can be no assurance that charge-offs in future periods will not exceed the allowance for loan loss or that additional increases in the loan loss allowance will not be required.
    The following is a schedule of transactions in the allowance for loan losses for each of the five most recent years ended December 31. The Bank experienced a low level of charge-offs in 2006 and 2007, which was consistent with its historical performance. Increased losses in 2008 and years thereafter and the increased level of the ALLL as a percentage of the gross loan portfolio, reflect the impact of recessionary conditions on the Bank’s borrowers, who are troubled by job losses, higher energy prices, and lower real estate values.

 

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Allowance for Loan Losses
2010 2009 2008 2007 2006
Balance at beginning of year  $        637,761  $        707,152  $        195,525  $        196,083  $        211,374
Loans charged-off:          
  Real estate - construction and land            100,000              75,000                        -                        -                        -
  Real estate - mortgage            190,093            656,191                        -                        -                        -
  Commercial            354,854            200,357              76,383                        -                5,357
  Consumer              52,935              47,321              34,532                6,263              10,029
        Total loan losses            697,882            978,869            110,915                6,263              15,386
Recoveries on loans previously charged off:          
  Real estate - construction and land                        -                        -                        -                        -                        -
  Real estate - mortgage                1,100                   669                        -                        -                        -
  Commercial                1,073              40,364                3,785                        -                        -
  Consumer              29,126              18,445                1,231                5,705                     95
        Total loan recoveries              31,299              59,478                5,016                5,705                     95
         
Net loan charge-offs (recoveries)            666,583            919,391            105,899                   558              15,291
Provision for loan losses charged to expense         1,012,000            850,000            617,526                        -                        -
Balance at end of year  $        983,178  $        637,761  $        707,152  $        195,525  $        196,083
         
Gross loans outstanding at year end  $ 237,984,397  $ 240,699,630  $ 242,138,066  $ 238,271,803  $ 233,427,201
Allowance for loan losses to loans         
  outstanding at end of year 0.41% 0.26% 0.29% 0.08% 0.08%
         
Average gross loans  $ 244,189,000  $ 242,095,000  $ 238,873,000  $ 235,213,000  $ 226,883,000
Net charge-offs to average gross loans 0.27% 0.38% 0.04% 0.00% 0.01%

 

    The following table details the allocation of the allowance for loan losses to major categories of loans and the percentage of loans in each category relative to total loans at the five most recent year-ends. The loan portfolio is divided into homogeneous categories of loans for the purpose of calculating formula-based reserves. The categories of real estate – construction and real estate – mortgage loans share similar risks of potential collateral deterioration or devaluation. However, these loans tend to be more adequately secured than those commercial and consumer loans that are not real estate secured. Prior to 2009, the Bank had not incurred a mortgage loan loss since 1997, and therefore no reserves were allocated to the real estate secured portions of the loan portfolio in determining the ALLL for 2007, or 2006. During 2010, 2009, and 2008, the Company made provisions for loss on real estate secured loans of $734,538, $450,911, and $475,099, respectively. Non-real estate secured loans, commercial and consumer, generally pose a greater risk of loss due to erosion of the borrower’s ability to repay the loan in a timely manner. Collateral on these loans is generally, although not always, less reliable than real estate as a source of recovery if default occurs. The Bank’s loan losses in 2008, 2007, and 2006 were consumer and commercial loans which were unsecured or secured with collateral other than real estate. In 2010, $290,093 or 41.57% of total loan losses were real estate secured. In 2009, $731,191 or 74.70% of total loan losses were real estate secured. Management attributes the high level of real estate secured loan loss in 2010 and 2009 to the current economic downturn and an accompanying erosion of real estate values. Management expects additional losses on real estate secured loans in 2011, and those losses may be significant.

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Allocation of Allowance for Loan Losses
             
  December 31, 2010   December 31, 2009   December 31, 2008  
  Amount % of Loans Amount % of Loans Amount % of Loans
Real estate - construction and land                  
Formula-based  $      233,438      $        15,400      $                -      
Specific reserves                    -                  35,262              370,000    
Total real estate -                  
   construction and land          233,438         9.16 %            50,662         9.12 %          370,000       12.53 %
Real estate - mortgage                  
Formula-based            76,836              134,600                     125    
Specific reserves          330,759                        -                104,973    
Total real estate - mortgage          407,595       83.54 %          134,600       82.96 %          105,098       77.42 %
Commercial                  
Formula-based          196,946              156,554                73,694    
Specific reserves                    -                223,607              128,521    
Total commercial          196,946         6.58 %          380,161         7.03 %          202,215         9.08 %
Consumer                  
Formula-based          119,228                53,638                27,929    
Specific reserves                    -                          -                    1,910    
Total consumer          119,228         0.72              53,638         0.89              29,839         0.97  
Subtotal          957,207     100.00 %          619,061     100.00 %          707,152     100.00 %
Unallocated            25,971                18,700                        -      
Total  $      983,178      $      637,761      $      707,152    

  December 31, 2007   December 31, 2006  
  Amount % of Loans Amount % of Loans
Real estate - construction and land            
Total real estate -             
   construction and land  $                -         16.85    $                -         15.99  
Real estate - mortgage            
Total real estate - mortgage                    -         73.52                      -         73.03  
Commercial            
Formula-based            34,952                10,556    
Specific reserves          109,200                        -      
Total commercial          144,152         8.55 %            10,556         9.97 %
Consumer            
Formula-based            21,636                24,347    
Specific reserves            29,314                        -      
Total consumer            50,950         1.08              24,347         1.01  
Subtotal          195,102     100.00 %            34,903     100.00 %
Unallocated                 423              161,180    
Total  $      195,525      $      196,083    

    Unallocated reserves are not associated with a specific portfolio segment or a specific loan, but may be appropriate if properly supported and in accordance with GAAP. Because no portion of the ALLL is calculated on a total loan portfolio basis, management anticipates having low levels of unallocated reserves in future periods. The unallocated portion in the preceding table appears higher prior to 2007, the year in which management adopted a revised methodology. Management believes that the ALLL reflected in this table prior to 2007 does not materially differ from the balance that would have been calculated as of December 31, 2006 had current methodology been applied then.

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    The accrual of interest on a loan is discontinued when principal or interest is ninety days past due or when the loan is determined to be impaired, unless collateral is sufficient to discharge the debt in full and the loan is in process of collection. When a loan is placed in nonaccruing status, any interest previously accrued but unpaid, is reversed from interest income. Interest payments received on nonaccrual loans may be recorded as cash basis income, or as a reduction of principal, depending on management’s judgment on a loan by loan basis. Accrual of interest may be restored when all principal and interest are current and management believes that future payments will be received in accordance with the loan agreement.
    Nonperforming loans are loans past due 90 or more days and still accruing plus nonaccrual loans. Nonperforming assets are comprised of nonperforming loans combined with other real estate owned, which is real estate acquired in foreclosure and held for sale. The composition of nonperforming assets is presented in following table.

2010 2009 2008 2007 2006
Loans 90 days or more past due and still accruing  $      684,422  $      787,580  $   4,647,792  $        9,100  $    239,620
Nonaccruing loans          
Current       1,185,435          423,227                    -                   -                   -  
Past due 30 days or more       2,921,086          599,856          199,724          40,916                 -  
        4,106,521       1,023,083          199,724                 -                   -  
        Total nonperforming loans          684,422          787,580       4,647,792            9,100        239,620
Other real estate owned          779,500       1,433,000                    -                   -                   -  
        Total nonperforming assets  $   1,463,922  $   2,220,580  $   4,647,792  $        9,100  $    239,620

 

    Included in amounts past due 90 days or more and still accruing at December 31, 2008, was a loan with a principal balance of $4,500,000. Late in 2008, the Bank was notified that there was a lien on the property securing this loan that was superior to the Bank’s liens, and which the settlement agent did not discover during the title examination process. As of December 31, 2010, the Bank has been restored to first lien position and interest is current. Management anticipates that the property securing the loan will be sold during 2011 with no loss to the Bank.
    Loans are considered impaired when, based on current information, management considers it unlikely that collection of principal and interest payments will be made according to contractual terms. Generally, loans are not reviewed for impairment until the accrual of interest has been discontinued, although management may categorize a performing loan as impaired based on knowledge of the borrower’s financial condition, devaluation of collateral, or other circumstances that are deemed relevant to loan collection. Impaired loans may have specific reserves, or valuation allowances, allocated to them in the ALLL. Estimates of loss reserves on impaired loans are determined based on one of two measurement methods: (1) the loan’s observable fair price, or (2) the fair value of collateral, if repayment of the loan is expected to be provided by underlying collateral. Loans determined to be impaired, but for which no specific valuation allowance is made because management believes the loan is secured with adequate collateral or the Bank will not take a loss on such loan, are grouped with other homogeneous loans for evaluation under formula-based criteria described previously.
    The following table sets forth principal balances of impaired loans and the related valuation allowances as of December 31, 2010, 2009, 2008, and 2007. Management had identified no impaired loans as of December 31, 2006.

  2010 2009 2008 2007
Impaired loans with valuation allowances,         
including nonaccruing loans  $   2,478,049  $      799,834  $   4,328,618  $      595,774
Valuation allowances on impaired loans  $      330,759  $      258,869  $      605,405  $      138,514
         
Impaired loans with no valuation allowances  $   1,628,472  $   2,102,025  $   4,559,582  $                -  

 

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Liquidity and Interest Rate Sensitivity
    The primary objective of asset/liability management is to ensure the steady growth of the Company's primary source of earnings, net interest income. Net interest income can fluctuate with significant interest rate movements. To lessen the impact of these margin swings, the balance sheet should be structured so that repricing opportunities exist for both assets and liabilities in roughly equivalent amounts at approximately the same time intervals. Imbalances in these repricing opportunities at any point in time constitute interest rate sensitivity.
    Liquidity represents the ability to provide steady sources of funds for loan commitments and investment activities, as well as to provide sufficient funds to cover deposit withdrawals and payment of debt and operating obligations. These funds can be obtained by converting assets to cash or by attracting new deposits. Average liquid assets (cash and amounts due from banks, interest-bearing deposits in other banks, federal funds sold, and investment securities) were 44.29% of average deposits for 2010, compared to 42.56 and 40.00% for 2009 and 2008, respectively.
    Average net loans to average deposits were 75.97%, 78.67%, and 83.09% for 2010, 2009, and 2008. The decrease in the loan to deposit ratio from 2009 to 2010 is attributable to $2,080,000 (.86%) growth in the average net loan portfolio offset by $13,652,000 (4.45%) growth in average deposits during 2010. The decrease in the loan to deposit ratio from 2008 to 2009 is attributable to $2,734,000 (1.35%) growth in the average loan portfolio offset by $19,587,000 (6.82%) growth in average deposits during 2009. Funding for loan growth in 2009 and 2010 was provided by increased deposit balances. This shift has a positive effect on earnings as loan rate exceed rates paid on deposits. The increase in loans does not negatively impact the Company’s ability to meet liquidity demands.
    As of December 31, 2010, $41,851,103 (46.62%) of total debt securities mature in one year or less, of which, $35,292,775 is classified as "available-for-sale." Federal funds sold provide additional liquidity. Other sources of liquidity include letters of credit, overnight federal funds, and reverse repurchase agreements available from correspondent banks. The total lines and letters of credit available from correspondent banks were $28,000,000 as of December 31, 2010 and 2009, and $27,000,000 as of December 31, 2008.
    The following table shows a distribution of investment securities by their contractual maturities and their yields for the various maturity timeframes. In this schedule, investment securities classified as available for sale are presented at fair value and investments classified as held to maturity are presented at amortized cost.

Investment Securities Maturity Distribution and Yields
December 31, 2010 December 31, 2009 December 31, 2008
Amount   Yield Amount   Yield Amount   Yield
U. S. Treasury            
  One year or less  $   37,720,874 0.89%  $   27,022,810 2.02%  $   28,997,415 3.03%
  Over one through five years       36,174,343 1.15%       35,034,605 1.66%       22,278,930 3.30%
  Over ten years         2,691,562 7.28%         2,589,375 7.28%         2,961,875 7.28%
Total U.S. Treasury securities       76,586,779 1.24%       64,646,790 2.04%       54,238,220 3.37%
           
U.S. Government Agencies            
  One year or less          2,002,278 0.93%         3,000,000 1.10%         1,000,000 3.00%
  Over one through five years         5,000,170 0.78%         7,000,000 2.04%         5,999,443 3.13%
Total U. S. Government Agencies         7,002,448 0.82%       10,000,000 1.76%         6,999,443 3.11%
           
State, county, and municipal            
  One year or less         2,127,951 0.84%         1,155,730 1.27%            970,355 2.71%
  Over one through five years         4,051,980 1.07%         2,343,944 1.50%            537,026 3.34%
Total state, county, and municipal         6,179,931 0.99%         3,499,674 1.42%         1,507,381 2.93%
           
Total debt securities            
  One year or less       41,851,103 0.89%       31,178,540 1.91%       30,967,770 3.02%
  Over one through five years       45,226,493 1.11%       44,378,549 1.71%       28,815,399 3.27%
  Over ten years         2,691,562 7.28%         2,589,375 7.28%         2,961,875 7.28%
Total debt securities       89,769,158 1.19%       78,146,464 1.97%       62,745,044 3.33%
           
Equity securities         2,336,334 2.33%         3,219,056 3.28%         3,852,024 3.87%
           
Total securities  $   92,105,492 1.22%  $   81,365,520 2.03%  $   66,597,068 3.36%

 

- 26 -

 

    Interest rate sensitivity refers to the responsiveness of interest-bearing assets and liabilities to changes in market interest rates. The rate-sensitive position, or gap, is the difference in the volume of rate-sensitive assets and liabilities at a given time interval. The general objective of gap management is to actively manage rate-sensitive assets and liabilities to reduce the impact of interest rate fluctuations on the net interest margin. Management generally attempts to maintain a balance between rate-sensitive assets and liabilities as the exposure period is lengthened to minimize the overall interest rate risk to the Company.
    Interest rate sensitivity may be controlled on either side of the balance sheet. On the asset side, management exercises some control over maturities. Also, loans are written to provide repricing opportunities on fixed rate notes. The Company's investment portfolio, including federal funds sold, provides the most flexible and fastest control over rate sensitivity since it can generally be restructured more quickly than the loan portfolio.
    On the liability side, deposit products are structured to offer incentives to attain the maturity distribution desired. Competitive factors sometimes make control over deposits more difficult and, therefore, less effective as an interest rate sensitivity management tool.
    The asset mix of the balance sheet is continually evaluated in terms of several variables: yield, credit quality, appropriate funding sources, and liquidity. Management of the liability mix of the balance sheet focuses on expanding the various funding sources.
    As of December 31, 2010, the Company was cumulatively asset-sensitive for all time horizons. For asset-sensitive institutions, if interest rates should decrease, the net interest margins should decline. Since all interest rates and yields do not adjust at the same velocity, the gap is only a general indicator of rate sensitivity.

 

Interest Sensitivity Analysis
         
December 31, 2010
  After three      
Within but within After one    
three twelve but within After  
months months five years five years Total
Assets          
Earning assets          
  Federal funds sold   $      36,081,862   $                -       $                -       $                -      $      36,081,862
  Interest-bearing deposits            7,297,405            4,353,444                          -                     -              11,650,849
  Investment debt securities           23,648,086          20,403,228          43,026,280            2,691,563          89,769,157
  Loans        233,514,965               845,859            2,400,182            1,223,392        237,984,398
Total earning assets  $    300,542,318  $      25,602,531  $      45,426,462  $        3,914,955  $    375,486,266
         
Liabilities          
Interest-bearing deposits          
   NOW   $      59,410,096   $                -       $                -       $                -      $      59,410,096
   Money market           43,030,285                      -                         -                          -              43,030,285
   Savings          48,417,028                      -                         -                          -              48,417,028
   Certificates $100,000 and over          19,885,556          19,975,640            4,528,464                      -           44,389,660
   Certificates under $100,000          21,223,186          25,998,576            7,069,115                      -           54,290,877
Securities sold under agreements          
   to repurchase            4,490,512                      -                         -                          -                4,490,512
Total interest-bearing liabilities  $    196,456,663  $      45,974,216  $      11,597,579  $                      -  $    254,028,458
         
Period gap  $    104,085,655  $    (20,371,685)  $      33,828,883  $        3,914,955  $    121,457,808
Cumulative gap  $    104,085,655  $      83,713,970  $    117,542,853  $    121,457,808  
Ratio of cumulative gap to          
   total earning assets 27.72% 22.29% 31.30% 32.35%  

 

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Deposits and Other Interest-Bearing Liabilities
    Average interest-bearing liabilities increased $12,936,000 (5.46%) to $249,663,000 in 2010, from $236,727,000 in 2009. Management deployed those additional funds into investment securities on which yields have been decreasing during the past two years. In order to maintain a reasonable net interest spread, management has lowered rates on deposits to offset reductions of interest revenue. Average interest-bearing deposits increased $13,233,000 (5.75%) to $243,373,000 in 2010 from $230,140,000 in 2009, while average noninterest-bearing demand deposits increased by a modest $419,000 (.55%) to $77,085,000 in 2010 from $76,666,000 in 2009.
    At December 31, 2010, total deposits were $326,777,754, compared to $312,647,619 at December 31, 2009, an increase of $14,130,135 (4.52%). Management believes that this multi-year period with high levels of deposit growth relates to investors’ loss of confidence in the stock market, coupled with higher deposit insurance limits. Management expects deposit levels to stabilize as investors regain confidence in stocks as an investment.
    Average interest-bearing liabilities increased $18,893,000 (8.67%) to $236,727,000 in 2009, from $217,834,000 in 2008. Average interest-bearing deposits increased $17,183,000 (8.07%) to $230,140,000 in 2009 from $212,957,000 in 2008, while average noninterest-bearing demand deposits increased $2,404,000 (3.24%) to $76,666,000 in 2009 from $74,262,000 in 2008.
    At December 31, 2009, total deposits were $312,647,619, compared to $292,459,213 at December 31, 2008, an increase of $20,188,406 (6.90%). Throughout 2009, deposit levels exceeded those of the previous two years during comparable periods. Management attributes this deposit influx to a flight of investors from the troubled stock market to the safety of insured bank deposits, similar to the events of late 2001 through 2004. Higher levels of deposit insurance and the reputation of the Company and the Bank for safe and sound operation are key factors in the deposit increases during 2009.
    The following table sets forth the deposits of the Company by category as of December 31, 2010, 2009, and 2008, respectively.

December 31,
2010 2009 2008
  Percent of   Percent of   Percent of
Amount deposits Amount deposits Amount deposits
           
Non-interest bearing  $       76,763,686 23.48%  $       72,431,731 23.16%  $       70,652,032 24.15%
NOW           59,410,096 18.18%           58,328,093 18.66%           48,043,193 16.43%
Money market           43,030,285 13.17%           36,559,471 11.69%           32,039,678 10.96%
Savings           48,417,028 14.82%           46,958,194 15.02%           43,064,214 14.72%
Time deposits less than $100,000           55,243,123 16.91%           56,511,968 18.08%           61,284,880 20.96%
     Core deposits         282,864,218           270,789,457           255,083,997  
Time deposits of $100,000 or more           43,913,536 13.44%           41,858,162 13.39%           37,375,216 12.78%
     Total deposits  $     326,777,754 100.00%  $     312,647,619 100.00%  $     292,459,213 100.00%

 

    Core deposits, which exclude certificates of deposit of $100,000 or more, provide a relatively stable funding source for the Company's loan portfolio and other earning assets. The Company's core deposits increased $12,074,761 during 2010 and $15,705,460 during 2009. Deposits, and particularly core deposits, have been the Company's primary source of funding and have enabled the Company to meet both its short-term and long-term liquidity needs. Management anticipates that while such deposits will continue to be the Company's primary source of funding in the future, continued reductions in deposit levels, if coupled with growth in the Company’s loan portfolio, could require periodic borrowing of funds. In this event, it is likely that Management would liquidate investment securities from the available for sale portfolio or purchase overnight federal funds as needed.

 

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    The maturity distribution of the Company's time deposits of $100,000 or more at December 31, 2010, is shown in the following table.

    After six    
  After three through After  
Within three through twelve twelve  
Months six months months months Total
Time deposits of $100,000 or more  $       19,885,555  $        7,218,824  $       12,280,693  $    4,528,464  $  43,913,536

    Customers who invest in large certificates of deposit tend to be highly sensitive to interest rate levels, making these deposits less reliable sources of funding for liquidity planning purposes than core deposits. Some financial institutions partially fund their balance sheets using large certificates of deposit obtained through brokers. These brokered deposits are generally expensive and are unreliable as long-term funding sources. Accordingly, the Company does not accept brokered deposits under these conditions. Since 2007, the Bank has been a member of the Certificate of Deposit Account Registry Service (CDARS). This service allows the Bank to offer depositors up to $50 million in FDIC insurance through a network of member banks. While CDARS deposits are considered to be brokered deposits for regulatory reporting, they are not considered volatile as they typically remain in the program until maturity. At December 31, 2010, there were no time deposits issued to customers of other CDARS member banks under the reciprocal program.

Noninterest revenue
   Noninterest revenue for 2010 increased $88,827 (4.47%) from the previous year. The most significant contributions to this increase are a gain of $195,939 on the sale of collectible coin and a gain of $55,050 from the sale of real property to the Department of Transportation in Delaware for a road improvement project. Additionally, proceeds from the grant of a right of way related to the road improvement project resulted in an increase in miscellaneous revenue of $45,000. These revenue increases are offset in part by losses totaling $200,904 from the sale and revaluation of other real estate owned.
    Service charges on deposit accounts decreased by $37,792 (3.83%). This decrease results from a banking regulation, effective in August 2010, which prohibits banks from collecting a fee for processing consumer non-recurring debit card charges which present against insufficient funds. Management expects further loss of service charge revenue in 2011 as a result of this regulation. The Bank prevents authorization of debit card transactions against insufficient funds, but a combination of customers’ inattention to their account balances and outstanding transactions, and merchants’ failure to process card transactions in a manner that assures that adequate funds are in the deposit account, result in point of sale transactions posting to accounts that do not have sufficient funds. ATM and debit card revenue increased $36,560 (6.85%) due to increased card usage.
    Noninterest revenue for 2009 decreased $48,564 (2.38%) from the previous year. Service charges on deposit accounts decreased by $105,730 (9.67%) due to lower volume of fees for items presented against insufficient funds. ATM and debit card revenue increased $14,963 (2.88%) due to increased card usage. In 2009, the Bank had a gain of $33,410 on the sale of collectible coins.
    The following table presents the principal components of noninterest revenue for the years ended December 31, 2010, 2009, and 2008, respectively.

Noninterest revenue
    2010 2009 2008
Service charges on deposit accounts    $        949,377  $        987,169  $     1,092,899
ATM and d